Metroid: A Tangled We Be Weaved
by DW86
Summary: Months after the BSL incident, Samus Aran discovers Space Pirate activity on Tallon IV. After a confrontation she is thrown into a different universe where the evil is far greater than the Space Pirates. If she is to survive and return to her own universe she will need the help of The Friendly Neighborhood Spider-Man!
1. Prologue

The Multiverse.

A dimension in which all universes reside. The multiverse is made up of a limitless number of bubbles. Each bubble represents a different universe that can either be very similar or vastly different from its surrounding neighbors. All manner of universes reside within the multiverse.

To peak in one an observer might see a world in which the asteroid that killed the dinosaurs never hit the earth and the dinosaurs were never killed off. In that world mammals never evolved to become the dominant species on the planet. In that world humans never existed. In another universe fish never left the ocean and all manner of life evolved to live under the water, including a species similar to humans, but with fish tails instead of legs. This species formed a complicated and lasting society that still prospers in their universe to this day.

Sometimes worlds are very similar, except for one or two significant differences. Two such universes, which coincidently, happened to be floating near each other, were perfect examples. Each had similar histories until one fateful event.

In both universes a group of humans with extra ordinary abilities began to emerge. Some of the humans stood on the side of justice, while others stood only for themselves. Because of the super powered advantage each universe had, both strived for and achieved reaching the stars. But for one universe evil was about to take hold.

In both universes there was a wicked and vile man whose intentions were to create a machine to get rid of all the so-called superheroes. In one universe, Universe 616, the heroes banded together and were able to stop the villain from seeing his plan to fruition. In the other universe, Universe 3692, the heroes failed, the villain created his machine and set it off, but with unexpected consequences.

The machine not only stripped the heroes of their abilities, but also stripped the villains. All super-powered people were affected. Furthermore, the machine affected the genetics of all humans so that no super powered person would ever be born again.

Life continued on in Universe 3692 and several years after the incident the Galactic Federation was conceived to counter the alien threats and the human element thrived.

In Universe 616 the super powered individuals, both hero and villain, continued to prosper.

But both universes were on a collision course with each other.

While it was next to impossible to cross the dimensional gap between universes, every so often it happened…


	2. Chapter 1

**Universe 3692**

_**Somewhere in Deep Space**_

"Still no sign of Pirate activity," Adam said over Samus's speakers.

"It's been three months," Samus replied. "They never stay quite this long." Samus hit the computer console with her fists.

"Easy," Adam growled. "Don't hurt me."

An ex-trooper of the Galactic Federation turned bounty hunter, Samus Aran stood an impressive three inches over six foot. With long, flowing blonde hair and piercing blue eyes, Samus looked more like a supermodel than a bounty hunter, but looks could be deceiving.

Having been born on the Earth space colony K-2L, Samus was raised by her mother and father until she turned three. Until _they_ came.

The Space Pirates.

The Space Pirates, lead by the pirate called Ridley, ravaged the colony, killing everyone, save for Samus. She would have died there, alone, as a small child, had two Chozo, a peaceful, bird-like species, not found and adopted her. The Chozo raised Samus infusing her with their blood and training her so that she could survive.

When she came of age, the Chozo gave Samus a suit that could augment many of her natural abilities as well as allow her to survive under water or in the vacuum of space without any added equipment. Taking the power suit, Samus left the Chozo and joined the Galactic Federation military. Her services, however, did not last long as she resigned from service when her commanding officer, Adam Malkovich, sacrificed his own brother to win an engagement. She didn't know then what she knew now. Sometimes hard choices have to be made in the line of duty. Becoming a bounty hunter, Samus traveled the galaxy offering her services to the Federation when they needed her. One such offer of services is what had lead Samus down the path she was currently on.

The Space Pirates had invaded the Galactic Federation looking for information on the species called Metroids, large jellyfish-like animals that sucked life energy out of any nearby creature. Finding what they came for, the Space Pirates headed back to their home base on the planet Zebes.

Samus went after them with a fury, killing them with extreme prejudice. On Zebes she came face to face for the first time with her parent's murderer, Ridley, since their deaths. An epic battle between Ridley, the being known as Mother Brain, and Samus ensued. In the end Samus left Zebes having destroyed both Ridley and Mother Brain, or so she thought.

She returned to Zebes later to confront both of them again. This time when she left, Samus made sure Mother Brain and Ridley were gone, by blowing up the planet itself. This only half worked as Mother Brain was killed, but Ridley was not.

Believing Metroids to be extinct, Samus continued her bounty hunter exploits until she received a distress signal from a vessel named the Bottle Ship. It was here that she ran into her old Galactic Federation squad as well as learning that Metroids were not extinct, but in fact being bread as bio weapons. Samus was able to stop the bio weapon program, but at a terrible cost. All but one of her old squad was killed, including Adam Malkovich, who sacrificed himself to save her.

_Wow, all of this started five years ago_, and Samus was still on the hunt for Space Pirates. Her hunt though had been hindered the past few months as a result of the incident on the Biologic Space Laboratories station. Samus had been sent to the BSL station to deal with a situation involving a newly discovered species called the X. She had resolved the situation, but at a terrible cost. In order to ensure the X's destruction, she had to destroy the station and the home world, SR388, of the X. It was here that she learned great minds of military leaders and scientists were uploaded to computers and Samus was reunited with Adam Malkovich. The Galactic Federation had not been pleased with the destruction of SR388, and since then the only way Samus could find anything out about the Space Pirates was to ease drop of Federation comm frequencies.

Samus groaned and laid her head down on the console. After the BSL incident the pirates had disappeared off the galactic map, no activity anywhere. _I wish the pirates would just show themselves__._ As if the computer had heard her wish it stared to beep. On the console a light was blinking, indicating a message coming over the Galactic Federation's comm frequency. Samus asked Adam, "What does it say?"

After a minute of silence Adam responded. "My Lady, it's a message about pirate activity rumors."

"Where do the rumors say the pirates are?"

Adam was quite for another moment. "You'll never guess where they're at."

"Where," Samus demanded, her frustration evident in her voice.

"Tallon IV."

_**Tallon IV**_

Samus came out of hyperspace and looming before her was Tallon IV. The planet was home to several creatures and ecosystems, ranging from harsh, freezing temperatures to lush, green tropical forests, to overheated, underground caverns full of magma. The Chozo had settled and the planet centuries ago and several of their structures could still be found, albeit in a ruined and decrepit state.

It had been almost three years since she had last visited the planet. The last time Space Pirates had been to Tallon IV they were after a source of energy called Phazon. Phazon was an energy force that was extremely powerful, but also corrupted any living form that it came into contact with. While on Tallon IV, Samus had run into many of the creatures that had been infected by Phazon, the most deadly, a creature known as Metroid Prime. Metroid Prime had been the main source of the Phazon and after Samus had foiled the Space Pirates attempts to harness the Phazon and destroyed the monster, she had destroyed the rest of the Phazon as well, or so she thought.

"I'm picking up massive amounts of Phazon planet side," Adam said.

"That can't be. I destroyed Metroid Prime the last time I was here."

"Well I don't know Lady, but it seems to be back, there is definitely some major pirate activity going on down there."

"Let's throw them a surprise party, shall we."

Samus maneuvered the gunship so that she would land in Phendrana Drifts. Once the ship was set down Samus activated the bracelet that held her power suit. Since the Chozo had infused their blood into hers she was the only human being able to wield a suit like hers. That had its pros and cons.

Having the suit gave her a huge advantage over other bounty hunters, allowing her to bring in more bounties, which allowed her to live a relatively comfortable life and allow her to focus on the Space Pirates. On the down side, because the suit was designed to work with her Chozo infused blood, the suit could not be removed when she was unconscious. Samus had found this out after she had been attacked by the X parasite. The attack had left her near death and the only way the doctors could save her life was to surgically remove parts of her power suit.

Samus thought of that experience as, piece by piece, the power suit encased her. Her power suit, which was red and yellow and formed to her body, consisted of not much more than her arm cannon, missile launcher, and very little protection. The power suit would not be able to provide enough protection against the cold of Phendrana Drifts. With this in mind Samus ungraded to her Varia suit. The Varia Class suit looked quite similar to the power suit. With the exception of the massive shoulder pads and the extra protection against the heat and cold.

Samus debated on whether or not to upgrade to her Gravity Suit, but besides the cool addition of the color purple, it offered nothing more than the Varia Suit did in the conditions she was about to enter. Checking her visor she saw she was fully loaded with missiles and power bombs.

"Where is the pirate activity located?" Samus asked Adam.

"In the old Phazon mines."

Waving three fingers in front of her visor she Activated her stored maps of Tallon IV and began searching for the quickest route to the mines where the Phazon had be harvested in the past. Isolating the portion of the map for Phendrana Drifts she noticed near her landing site an elevator that would lead to Magmoor Caverns. Switching over to the cross section of Magmoor Caverns, Samus traced a path from that elevator to the elevator leading to the Phazon Mines.

As Samus was leaving the ship Adam called after her. "Samus, remember that you don't have your Phazon Suit so the Phazon _will_ hurt you."

Behind her visor Samus rolled her eyes. "Yes Adam, I know," and she took off.

She stepped off the ship and into the snow. Training her cannon on the immediate area, Samus scanned the snow-covered riverbanks for any nearby threats. There were none. While she could not feel the temperature through her suit, her visor informed her it was a frost twenty-seven degrees below zero. She walked to the door and shot it with her power beam, the blue ring surrounding the door disappeared to reveal a hallway. _As much as I loved the Chozo, their obsession with different color ringed doors annoys the hell out of me__._

On her last encounter to Tallon IV, Samus had run across four different doors. Each one used a special type of beam to open it; power, ice, wave, or plasma. Thankfully her arm cannon was upgraded with all four beams, but still it was a hassle.

The hallways, like outside the door, was covered with snow and surrounded by ice. Samus walked through the hallway and shot another blue ringed door. The door opened to reveal an elevator. The elevator was a huge, brown platform with an orange hologram in the middle of the elevator. Samus stepped into the hologram and the elevator headed down towards Magmoor Caverns.

Once the elevator touched down, Samus stepped off and shot yet another blue ringed door. The cavern on the other side of the door was massive, spanning a hundred feet in each direction. In the middle of the cavern was a tall, two story structure fitted with missile turrets. At the bottom of the cavern, save for three or four rock formations was a hot, steaming pool of magma.

She walked in, scanning the room for space pirates and missile activity. The cavern was empty. Her walk to the Phazon Mines was pretty uneventful. Only a couple times did she have to bother with some of the animals that dwelled in the caves, many of which were still affected by Phazon.

Samus stopped in front of another blue ringed door, and raising her hand up in front of her visor she activated her map of Magmoor Caverns. According to her map, ahead of her was the entrance to a big valley in between the section of cavern she was in and the section of cavern she had to get to. The valley had two other exits, one of which led to the Phazon Mines elevator. She shot the door and immediately brought her arm cannon up.

Stepping through the door, she heard the whine of twin hover packs, the rock of the tunnel projecting the sound from the valley ahead. She switched to her plasma beam and prepared for a fight.

Peaking out of the tunnel, Samus looked up and saw three pirates above her. Standing at nearly six feet, Samus was at a disadvantage as the pirates typically stood taller than her and these particular pirates also had the advantage of flight. Each pirate wore twin hover packs that were equipped with beam weapons and missiles.

Even without the hover packs, the Space Pirates were an intimidating species. Standing between eight to ten feet tall, the pirates looked like a giant insect that had been genetically fused with human and bird DNA. The pirates stood on two legs, though they were generally hunched over. Their skin was made out of a tough exoskeleton and they came well armed, usually with a massive beam cannon on one arm.

At that moment the pirates were hovering ten feet off the ground. The pirates saw her and one, presumably the leader, gave the other two orders and they circled around and came towards her from either side while the leader came straight towards her. Samus backed up to get some cover inside the tunnel and found, to her dismay, that the door had been automatically locked. Pressing her back up against the now locked door, Samus swore. She was cornered.

The pirates began to chitter between themselves and Samus's suit automatically translated.

We have the Hunter the pirate to the right said in its native tongue.

Ridley will award us well said the one on her left.

Focus on the task at hand the leader said looking at his comrades before turning his attention back to the hunter. He gasped. The Hunter had disappeared. Before they could react an explosion went off beneath them and all three were sent flying in different directions.

Samus morphed back from her morph ball and watched as the power bomb she had lain down exploded and sent the pirates in opposite directions. While the space pirates had been conversing she had quietly slipped into her morph ball, laid a power bomb, and rolled away.

She brought her arm cannon up, charged her plasma beam and shot the nearest pirate who was incinerated instantly. That left two pirates. She turned to face them and was greeted with two beam shots to the chest. Samus was thrown backwards, tumbling across the rocky surface. She recovered almost immediately and checked her suits power. It was down to seventy-eight percent and she had ten reserve energy tanks in place as well. She was in good shape,

Samus turned and faced the pirates. One was coming up on her left, and the other straight in front of her. She locked on to the one on her left and took a shot. The pirate dodged the shot – almost. The plasma beam hit one of the wings of the jet pack and caused the pack, along with the pirate, to dive uncontrollably to the surface, exploding on impact. Samus turned her attention to the other pirate.

She looked up and the other pirate was gone. Swiveling around she looked again. Then she heard the ear-shattering whine of a missile. She jumped to her right as the missile exploded where she had been. While she had avoided the main impact of the missile several pieces of shrapnel had grazed her suit and it was now alarming that her universal translator was no longer working.

Samus got up and looked around. Locating the pirate coming around for another missile attack, she activated her Screw Attack, space jumping towards the pirate as a swirl of energy that could tear through anything, enveloped her body. The pirate had no time to react and was torn in half.

Samus landed and looked down at the carnage. She was just getting ready to continue to the mines when she was smacked upside the head. Her suit protected her from most of the punch. Apparently the pirate whose glider had been clipped by Samus's plasma beam had been able to survive the jet pack dive and wanted to go for round two. Samus backhanded the pirate with her arm cannon.

The pirate stumbled back. "Hugntress gvoe –"

It didn't finish what it had to say before Samus shot it with a plasma beam and it vaporized. Samus dropped her arm and headed for the elevator that would lead to the mine. Now she had one more problem to deal with. Not only were the pirates attempting to mine Phazon again, but apparently Ridley was also leading the charge.


	3. Chapter 2

_**Phazon Mines**_

Samus got off the elevator and stepped out of the door and into the main mining complex. The main complex was above ground housed within a valley. In the middle of the valley stood a giant crane, which the pirates had originally used to mine the Phazon. The crane looked in disrepair; the metal frame was rusted and looked like it could fall at any moment. Across the valley from her current position was the door that would take Samus to the Phazon mines.

She stepped away from the door and saw that the crane looked to still be in use. Checking the radar screen on her visor, Samus saw that there were ten Space Pirates in the near vicinity. With any luck she could just slip by. She crept to her left and slid along the wall towards the door that led to the mines. Then she heard the whirring of servos. She jumped away from the wall as two missiles impacted where she had been standing. She had forgotten about the missile launchers.

"Hugntress," She heard one of the pirates shout. She didn't need her universal translator to know they had spotted her.

Samus dove behind a pillar, out of sight from the missile launches. When she was sure they had stopped firing she leaped around the edge and fired two missiles of her own at one of the launchers and slipped back into her hiding place. Then the beams started to fire down on her. Samus looked up. _Oh great__._

Five of the ten pirates were standing above her, but that wasn't the problem; the problem was that of the five pirates only two looked alike. All of them looked like normal Space Pirates except for the colors lining their bodies. She had encountered pirates like these once before on Tallon IV and had hoped to never encounter them again.

These were Beam Pirates. Beam Pirates were one of many enhanced versions of regular Space Pirates. The problem with these pirates was they were only weakened by one weapon and the same weapon didn't weaken them. The Beam Pirates wore shields that could only be phased by one of the four known beam weapons. If the pirates were lined in purple they could be weakened by the wave beam, if they were lined with white they were weakened by the ice beam; yellow, power beam; and red, plasma beam. And to make things worse each Beam Pirate wielded the weapon they were vulnerable to, and one to many hits from a plasma beam would spell certain death for Samus.

As it stood there were two whites, one red, one yellow, and a purple in front of her, one missile launcher behind her and five more Space Pirates somewhere else. _This is not going to turn out well._

Samus immediately jumped to her right and shot a missile into the five pirates. If the other five didn't know she were here, they sure did now. All five pirates were knocked off the ledge and Samus took the advantage.

She switched her arm cannon to her ice beam, charged it up and fired at one of the ice pirates. The pirate was hit with the full impact and frozen in place. She did the same to the other ice pirate. _What I wouldn't give to have my ice spreader right now._

She then changed to her power beam and charged up a super missile. She locked on the yellow pirate and fired. The pirate was killed instantly.

Next, Samus switched to her wave beam and fired two charged shots at the wave pirate. The pirate took the first in the chest but was able to dodge the second and jumped behind one of the pillars. The pirate came out to fire, but Samus was ready and again hit it with her charged wave beam. The pirate was knocked over the edge, dying on impact.

Samus was scanning for the plasma pirate when a plasma beam blasted past her mere inches from her head. In one fluid motion Samus ducked, did a one-eighty, and switched to her plasma beam. She shot off two quick beams at the pirate and it staggered backwards. Samus took the opportunity to charge up her plasma beam and incinerated the pirate.

_Now to deal with the other two__._

At that moment an ice beam shot over her head and froze a piece of equipment. She hadn't been fast enough; the pirates had already thawed out. On instinct she ducked and ran to the other side of the pillar. Then she heard the whirring sound.

Samus swore and quickly spun around, locked onto the missile launcher and fired two missiles. Both impacted, blowing the launcher up.

Before she knew it, Samus was dodging ice beams again. She changed to her ice beam and jumped over the ledge nearest her, landing on the platform below. She charged up the beam and waited for the pirates to come after her. The first and probably the most stupid because he looked over the edge, came first and Samus fired, freezing him in place. Then, changing to her missiles, she fired one and blew the frozen pirate to pieces. The second pirate was smarter. This time Samus had to bait it. She looked up over the edge and saw the pirate was gone.

Swearing to herself again she quickly looked around. The pirate was on longer in sight. Then she heard the slightest of noises coming from around the corner. The pirate planned to get off a sneak shot at her. Samus had other plans. Quickly she transitioned into her morph ball, rolled up to the corner, and laid a power bomb. Rolling away, she morphed out of her morph ball and waited for the bomb to explode. When the bomb exploded the pirate jumped back on top of the platform he had previously been on and Samus was ready for him. Again she fired a charged ice beam at the pirate, and then once frozen, a missile to blow it apart.

By the time Samus had dispatched with the second ice pirate she saw two more plasma pirates coming her way. Quickly she looked for a way to destroy the two pirates and looking up saw the crane looming over them. Charging up a super missile she fired it at the crane and was rewarded with the screeching of metal and the crane fell on top of the pirates.

_I don't care if you are Ridley, no pirate could have survived that__,_ Samus thought. Looking at her visor she saw that four of the five dots had gone out. _Must have been two more in the area where the crane fell. Good, makes my job easier!_

That left one more, and according to her radar the pirate was just above her. Samus switched to her wave beam, which could penetrate any solid matter and turned on her x-ray visor. Looking up she located the pirate. Sure enough it was directly above her. _Probably thought it could jump down and surprise me._ Samus lifted her arm straight up and fired. A few shots later the pirate fell over dead.

Feeling proud of herself, Samus looked at her energy level. She must have taken more hits than she thought as she was down to one reserve energy tank. _Somewhere around here there should be a station where I can recharge my energy__._ After a few minutes of searching Samus found the station, refilled her energy, and headed for the mining entrance.

Not paying attention, Samus shot the door and was dumbfounded when the shot bounced off and the door did not open. Taking a closer look she saw that the door had a white ring around it. Sighing, she changed her arm cannon to the ice beam and opened the door.

Being more careful then when she first entered the mining facility, Samus recalled the last time she had been behind the door. _If memory serves me correctly there should be two missile launchers just around the corner_. Samus pressed herself up against the wall, readied her missiles, and leaped from her hiding place, prepared to lock onto the launchers and blow them to pieces.

To her surprise the missile launchers weren't there. Instead it was a long, empty hallway with a door at the end. Steel and rock made up the walls, suggesting that the pirates had carved out the mine all those years ago. _The pirates must have been to busy stealing more Phazon to take the time to repair these launchers._

Samus put her arm cannon down and walked to the end of the hallway. She was no more than half way down the hall when something hit her from behind and sent her flying toward the other end. Getting up she turned around and looked down the hall. It was empty.

_Shadow Pirates._

Shadow pirates were another type of enhanced space pirate, similar to the Beam Pirates. But unlike the Beam Pirates, the Shadow Pirates were invisible, using the latest in cloaking technology, at least to the naked eye. If one was equipped with a thermal visor, like Samus was, the Shadow Pirates could easily be detected by the heat signatures they left off.

Samus switched to her thermal visor and located two Shadow Pirates that were advancing towards her. Samus charged up her super missiles and fired two at the pirates. The pirates flew backwards landing on the ground with a thud. They did not get up. Samus looked at her missile gauge, she was almost out of missiles. _Somewhere there has to be a station where I can reload my missiles_, she thought. Stepping through the door she recalled the nearby station where she could reload her missiles.

_**Phazon Main Mining Complex**_

About an hour later, fully loaded with missiles, Samus stepped through the door to the main mining complex. She slipped into the shadows and worked her way across the upper platform. She was almost to the ramp that would lead down to the machines that were mining the Phazon when she heard the voice. It was _his_ voice.

Hurry up you bumbling idiots. The Hunter could be here at any minute, Ridley yelled at the pirates.

Samus crept over to the ledge of the platform. At first she couldn't believe what was below her. The pirates had decided not to ship the Phazon through the mines and instead had drilled a hole through the wall and built a platform right outside where they could land their ships. It looked like they had been there for quite some time, possibly even before the BSL incident. There were about twenty space pirates in the mining facility along with the rest of the army on the platform loading the Phazon into their ships. At ends count there were about a hundred and fifty space pirates.

Samus backed away trying to form a plan. She couldn't take on a hundred and fifty space pirates single-handedly —she wasn't stupid. The last time she had been in this part of the mining complex she had been able to open a force field that had been holding Metroids and let them feast on the pirates. Unfortunately, there didn't seem to be any Metroids around for her to sic on the pirates.

She peeked back over the edge and this time saw Ridley, or more precisely Meta-Ridley.

Meta-Ridley was an all-mechanical pirate that had the mind of the true Ridley uploaded to its memory core before his death. Meta-Ridley stood twice as tall as a normal space pirate, which was to say about nineteen feet tall, and had every sort of weapon imaginable equipped to it. To top it all off he could fly too, which made it that much more difficult to kill the crazed mechanical leader, if killing meant watching him "die" at least five times over the last five years.

Samus looked around for something she could use to distract the pirates. Looking up, she saw a metal beam hanging precariously from a boom attached to the ceiling. She looked directly below and saw that the pirates carrying the crates of Phazon were walking directly underneath the beam and boom. _If the beam crashed down on them and Phazon was released it would kill a good portion of the pirates below._ Taking careful aim, Samus shot the line and watched as the beam fell; smashing two pirates carrying a crate and releasing the Phazon.

Samus had been right. The Phazon did kill many of the pirates, but not as many as she'd hoped. The pirates had been quicker than she thought, many of them jumping out of the way before the Phazon reached them.

The surviving pirates looked at where the beam had been and then in her general direction. Spotting her, the pirates advanced forward. Samus turned to run and was clotheslined by an invisible force as she tried to run through the doorway.

More Shadow Pirates.

Getting up and switching to her thermal visor, Samus ran back into the mining complex. Hitting her emergency call to contact Adam, she thought, _Great...there goes my surprise attack__._

Ridley was very pleased with the way things were coming around. The Hunter had arrived two days later then he had predicted. _The Hunter has walked right into my trap__._ Just a week ago by Galactic Standard he had started a rumor that the pirates had once again began basing their operations off of Tallon IV. He thought the news would have traveled faster, but in any case it did not matter. By having the hunter show up two days later than scheduled he had been able to get all the Phazon he required and plan for the Hunter's arrival. He had known exactly when the Hunter's ship had set down on the planet, exactly when the Hunter had entered the mines, and known when the Hunter had entered the loading bay. All thanks to the many Shadow Pirates he had set up around the facility. Although his plans had almost went to hell when the two Shadow Pirates at the entrance to the mines had gotten it into their head that they would take the Hunter by themselves, but thankfully the Hunter hadn't been smart enough to check for anymore Shadow Pirates.

An explosion shook the platform the Hunter was standing on and Ridley looked up to see the remnants of a power bomb explosion fading away. The Hunter was fighting — good. It was more fun this way. With a tweak of his back servos, Ridley unfolded his wings and took flight. As he headed for the Hunter he realized — he didn't even know if the Hunter was male or female. _Oh well_, Ridley thought, _the Hunter will die soon enough anyways._

Out of the corner of her eye Samus saw Ridley take flight and head towards her. Just what she needed. And where was Adam? What was taking him so long? Not only had she fallen into a trap, but she also had to deal with the hundred and fifty pirates and their crazed, mechanical leader.

A loud obnoxious screech erupted from Ridley's mouth followed by what Samus could only guess as a command in the pirates' own language. He landed in front of her and raised to his full height, towering over her. Suddenly all the pirates retreated, leaving her alone with Ridley.

Speaking in her tongue Ridley said, "Underneath you are ten crates of pure, unaltered Phazon surrounded by explosives. Also the explosions will set off a chain reaction that will cause the facility to be demolished. There won't be a trace of you or this facility after the explosion. On my command, once the ship is far enough away, my troops will set off the explosives and you will die."

Keeping her defense up Samus replied, "And you expect me to just stand here?"

"No," Ridley smirked, "this is a trap after all." Opening his mouth Ridley let out a stream of fire aiming just in front of Samus. The fire touched the platform and ignited a barrier of fire that wrapped around Samus. Ridley then turned and took flight, along with the ship.

Samus wasn't stupid. Even without her danger indicator screaming in her ear, she knew she would not be able to jump through the flame without taking heavy damage to her suit and after the fight with the pirates her energy was extremely low. She wasn't sure she would be able to get through the flames without losing the rest of her energy, and having her suit fail on her now was not the best option in the world. If her suit shut down she would never be able to get out of the mining facility before the pirates blew it up. But, what if she could create a gap in the fire? A gap big enough for her jump to through.

Switching to her ice beam, Samus shot at the fire. The ice beam worked, but only for a few seconds. Before she could escape, the fire had melted the ice and the route was gone. She had to think of something else and fast, but what? Then it came to her.

Power bomb.

Samus changed into her morph ball and laid a power bomb. Without morphing out, she charged up her boost ball and, as soon as the bomb exploded, zipped through the opening.

Coming out of her morph ball in a run, Samus saw her gunship touching down on the landing pad outside. Climbing abroad she said, "About time, we have to get out of here before everything explodes around us."

Without saying a word, Adam turned the ship around and took off. Samus looked out the cockpit, deactivated her power suit, and saw that the pirates' ship was still not out of range. They had plenty of time.

Then everything exploded around them.

Both ships were flung in opposite directions. Samus, not being buckled in, was thrown from one side of the ship to the other as Adam tried his best to correct the ship's roll. On the ship's third roll Samus hit her head and everything went black.

Samus woke up with a throbbing headache.

"About time you woke up," Adam said.

"How long have I been out?"

"Three standard hours," came the reply.

Samus got up and looked out the cockpit. They were still floating above Tallon IV and there was no sign of the space pirates.

As if reading her mind Adam said, "The pirates took off almost immediately. Also, while you were out I scanned the planet. It seems the explosion completely obliterated the mining facility. There's no trace of it. And it also appears that the planet seems to now be void of all Phazon. I can't even find a micro liter of it."

Samus looked down at the planet. It looked so peaceful. Maybe now the planet could finally rest. Turning back to the computer she said, "Let's head back to Earth. I know HQ and I are not on friendly ground right now, but they needed to know of this new development." Taking control of the ship, Adam laid a course for Earth while Samus tended to her headache.

It took several hours to reach Earth from Tallon IV via one of many hyperspace routes through the galaxy. While on the way to Earth, Samus had a chance to ponder why the explosion had gone off early. It was clear that the space pirates had not been far enough away from the facility or else they would not have been caught in the resulting explosion. Perhaps something had malfunctioned or one of the pirates had gotten trigger-happy? In the end it did not matter. Samus had failed to stop the pirates and now they were somewhere loose in the galaxy with a ship full of Phazon.

Upon coming up to Earth, Samus knew something was wrong. The orbital defense system that surrounded the planet was no longer there. She had been gone for a while, but not nearly long enough for HQ to decide to remove the defense system. And even if they had she would have heard about it over the comm, she was sure of it. Deciding to take a more detailed look, Samus flew the ship closer.

Noting that the side of the planet where the Galactic Federation headquarters was stationed was not facing the sun, Samus decided that perhaps communications were down and perhaps their computers had not been able to pick out her darker colored ship against the night sky.

As the ship entered the Earth's atmosphere a warning tone sounded. "Adam, what is that?"

"It appears, My Lady, that the ship suffered minor damage to the engine core during the explosion. The damage was so minor that the scanners never picked it up, but the hyperspace travel seems to have damaged it further." Another tone sounded as Adam took control of the ship. "I'm going to set us down on the upper east coast of the North American continent. A place called Manhattan Island. The settlement just outside the ruins of New York City should have some sort of communication device you can use to contact HQ."

Once the ship was set down and Samus had gotten together the equipment she would need, she got off the ship and looked to the horizon where the old ruins could be seen.

Her jaw dropped.

Speaking into her communicator she asked, "Adam, are you sure you're right about where we are?"

"Yes, My Lady, why?"

"Because what's in front of me does not look like old ruins." Samus pulled out her vision enhancement visor and took a closer look at the "ruins" of New York City. Sure enough, directly in front of Samus were not old ruins, but many blinking and twinkling lights set against a dark horizon. While she could not see for sure, the lights seemed to make up the shape of several tall buildings and skyscrapers. Her com-link beeped.

"I did a scan of the area. We are where I said we are," came Adam's response. "But..."

"But what?"

"I also did a technological scan. There are no signs of Galactic Federation technology. It's as if they do not exist."

"What could cause this?"

"I am not sure, but I would postulate that the explosion on Tallon IV caused a dimensional shift and we were thrown into another universe. HQ has theorized this could be possible, but it had never been proven."

Samus shook her head and cursed. She seemed to be doing that a lot lately.

"What's wrong, My Lady?"

"There are three things wrong, though I am sure I will be able to think of more, just give me time." Even though Adam could not see, she ticked each reason off on a finger. "First, there is a good chance I will not be able to fix my ship, the parts needed may not even exist. Second, I can't contact HQ; and thirdly, how long do you think it will take the Space Pirates to figure out what happened? The one planet they have never truly been able to conquer is Earth, but now, in this different universe, Earth is vulnerable." Samus looked around at the peaceful serenity of a world yet to be tainted by space pirates. "And when the pirates do figure out they are not in their own universe, they will take their chance to conquer Earth. And when they do, Earth won't stand a chance."

"Well since the outpost clearly is not here, there is probably very little you can do until it is daylight," Adam said. "I would suggest you come back inside and wait till tomorrow before you venture out there."

"Yes," Samus agreed. "That sounds like a good idea." With that she re-entered the ship and closed the hatch. She had a long night ahead of her and much planning and theorizing to do.


	4. Chapter 3

**Universe 616**

_**The Raft, Later That Night**_

The Raft.

A high tech prison island.

The Raft houses most of the so-called "super villains". It is located off the coast of Manhattan and consists of two parts. The first part is above the water and is more of a front then anything else. To the casual observer the Raft would look like any state-of-the-art criminal penitentiary with stonewalls, watch towers, and flood lights. But below the water line the Raft is anything but casual. Under the water line is where the "super villains" are kept. Each prison cell was created specifically for its inhabitant, ensuring that they would never be able to escape. Most of the inmates are considered mentally deranged, so doctors work day and night to find a cure for them. Over time the Raft has held many famous "super villains" such as Otto Octavius, Max Dillion, Norman Osborn, and Cletus Kasady.

Lieutenant Wallas looked at his watch and sighed. He had only been on shift for three hours, five more to go. He looked over the Manhattan Bay, his eyes coming to focus on the wall of lights that was Manhattan itself. The city was alive as ever. The lights of the various offices and apartments blinked on and off making the New York skyline appear like a sky full of stars twinkling.

Wallas looked at his watch again. Only two minutes had past, but to him it felt like eternity. Being assigned to the Raft wasn't Wallas's first choice. If he had had his way he would already be working on the main SHIELD hellicarrier, which, unbeknown to most of the people of New York City, was floating in the stratosphere somewhere within the vicinity of the city, at least for now at any rate. The SHIELD hellicarrier was always on the move, never staying in one place for long, for fear an enemy agency would detect where they were and attempt to blast them down. Unfortunately though, before Wallas could work on the hellicarrier, he had to put in his time on this wretched island.

Working on the Raft wasn't a bad job by far. It had good pay, he was treated well, and every weekend he had shore leave. It was the present company he didn't like. Wallas had just been assigned to the Raft when one of its famous residents had begun his tenure there, Norman Osborn.

Not long ago Osborn had been ousted as the killing maniac, the Green Goblin by the Daily Bugle. The news that Norman Osborn, a respected businessman in New York, was the Green Goblin was not widely accepted until he was unmasked in public and afterward sent to the Raft to serve out a life sentence. Wallas shook his head. _Nothing makes sense to me anymore_, he thought. He looked out at the city again and found his mind wandering back to Norman Osborn.

On almost every one of Wallas's shifts since Osborn had been brought to the Raft, Norman would badger him. He would tell him he was weak and pitiful. On a couple of occasions he even tried to threaten Wallas, but Wallas blew him off. The only living relative he had lived on the West Coast and he doubted even Norman could find him.

And then the day came that no one expected. Norman Osborn had escaped. Now the Raft was supposed to be state-of-the-art and had guaranteed that no person inside its walls could ever escape, but that was the government talking and they would say anything to please the people. Osborn had been the first to escape the Raft and hopefully he would be the last.

Osborn's escape from the Raft had been shrouded in controversy. Some said he had help, other said he did it on his own. Not that it mattered anymore. Wallas would like to have told people that he and the other soldiers had caught up with Norman and apprehended him before he could do any damage, but that was not the case.

No, instead the Green Goblin had been taken down once again by Spider-Man. They battled, as they always seemed to do, atop the George Washington Bridge, where reports said the Goblin had fallen to his death. But even those reports were disputed. It was a known fact that not but a few years ago a young woman had died falling off that bridge. Spider-Man had been there and many reports said that he had pushed the young woman.

_Who knows__,_ Wallas thought,_maybe Spider-Man got sick of the Goblin and decided to push him off the bridge. I'm sure it would have made his life a whole lot easier._ Either way it really didn't matter as the Goblin's body had never been recovered and no one knew for certain whether he had died or not.

"Lieutenant Wallas, your turn."

Wallas turned around, his mind snapping back to the present. _Stupid, that was careless. What if something had happened while you had been off daydreaming._ His supervisor, Colonel Wolfe, was standing behind him.

"Time to go check on our guests," Colonel Wolfe said.

"Right, Sir," Wallas replied and headed down below.

Thirty minutes later Lieutenant Wallas had almost finished his patrol, he only had one more prisoner to check on and his patrol had gone smoothly. All the prisoners had been behaving themselves and he only had to deal with a few taunts and jeers.

Wallas had almost completed his rounds when red lights started to flash and a piercing alarm sounded up and down the hall. Wallas had heard that sound before, when Norman Osborn had escaped. It was the sound of a prison break.

Wallas grabbed his radio. "Wallas to base, Wallas to base, what's going on, over?"

A voice came over his hand held. "Lieutenant Wallas, our computers tell us that there had been a prison break in cell nine-seven-six-two." Wallas's breath caught in his chest. That cell had been the last cell he had had to check. It was Cletus Kasady's cell, but more importantly, it was Carnage's cell.

_**Thirty Minutes Earlier**_

Cletus Kasady sat patiently in his cell. _It's almost time._

"I know," Kasady said, seemingly talking to no one.

_I am impatient._

"I know, a few more minutes."

The prison break had been planned for months. Kasady thought it was an ingenious plan, though he had to admit, he didn't come up with it, his other had. His other had found a way to shut off the fire shield surrounding their cell.

There were only two things that could hurt Kasady's other: one was fire and the other was sonics. But his other had found a weak point in the fire shield; weak enough so that when the time was right Kasady's other could break them out. They only needed to wait a few more minutes.

And wait they did. Kasady sat on his bed thinking of all the havoc he would once again be able to create, all the people he would be able to maim and kill. The thought of murdering innocent, defenseless people for the fun of it made him excited.

From a young age Cletus Kasady knew he liked to kill. His first victim was his grandmother whom he pushed down a flight of stairs. Late in life his mother tried to kill him after she found him torturing her dog. In the deranged circumstance that was his life, Kasady's father killed his mother and was sentence to life in prison. Orphaned, Kasady found himself living at St. Estes Home for Boys.

That is where he learned how much he truly liked to kill. First he killed the administrator who dealt out the discipline, then a girl who wouldn't date him by pushing her in front of a bus. Finally he burned down the orphanage, killing several people that were in the building at the time.

Kasady looked around his cell. He would miss his cell as strange as it sounded. As far as prison cells went, Kasady was living in paradise, and he knew it!

Having already spent most of his adult life in prison serving the first of eleven life sentences, Kasady had had some of the worst cell conditions. His cell in the Raft was nice. He had his own sink, his own toilet, and with the exception of the cameras in the corner, all the privacy he wanted. But, best of all—he didn't have a cellmate.

_But if you hadn't had your cellmate, there would be no us._

Kasady had to admit this was true. Had it not been for his last cellmate, Eddie Brock, Kasady would have never become Carnage.

During his last stint in a normal jail cell, Kasady had to share a cell with a man named Eddie Brock. Brock had been a nothing. In fact, Kasady had planned on knifing him at the most convenient time. But before that time could come something extraordinary happened. An alien symbiote, Brock's "other" as he called it, thought destroyed, had come to break him out of prison. Re-bonding with Brock, the two together became Venom and no prison could hold him. Breaking down the cell wall, they escaped, but not without leaving a souvenir behind.

Unbeknown to Brock, the symbiote had left behind its "child", which soon became quite attached to Kasady. Joining with the symbiote, Kasady had become Carnage and he had enjoyed the power ever since.

His first outing as the newly christened Carnage led him to cross paths with both Spider-Man and his old cellmate Venom. That meeting did not end well for Carnage, as he was defeated. Believing the symbiote to be destroyed, Kasady was sent to Ravencroft Institute for the Criminally Insane.

But Kasady had a secret.

Kasady's symbiote had survived. Somehow it had managed to embed itself into Kasady's blood. Now no matter how many times his other was destroyed, Kasady always new it would be back.

After waiting for the opportune time, Carnage reemerged killing most of the people in the institute. It was there that he met Shriek, another psychotic super villain who liked to kill. Teaming up with her, Doppelgänger, Carrion, and Demogoblin they created widespread death and destruction throughout New York City.

Pure, maximum carnage!

Ultimately however, Spider-Man and his allies stopped Carnage and his partners. Since then Kasady had spent his days under the watchful eye of SHIELD.

_It's time_, the symbiote said, piercing Kasady's thoughts.

"Your right, it is."

Kasady stood up and walked to the front right corner of his cell. Lifting his right arm he took the sharpened pinkie and ran it across his left arm, drawing blood. The blood swept out of his wound and it soon become apparent, with further inspection, that the substance slowly covering Kasady was not blood at all, but his "other".

The symbiote finished covering Kasady and what now stood in the cell looked nothing like the scrawny, red head that had been there a moment ago. In his place stood a monster whose skin was red and black and moved along the body resembling the blood it could have easily been mistaken for. The face was that from a child's nightmare. There was a long pointed chin and a huge mouth filled with needle sharp teeth, a long pointed nose and two huge, bulbous, white eyes.

Carnage pointed one of his claw like fingers at a spot about three-fourths up the wall and with pinpoint accuracy shot a needle sharp spear from his finger. The spear shot through the weak part of the fire-shielded wall and cut through the wire cutting the power to the fiery shield surrounding his cell.

With the power cut, the fiery shield disappeared and one solid punch to the cell wall later Carnage was stepping out of his cell. Red lights started to flash and an alarm started to sound. Carnage turned to his left and started down the hall when a young man, probably in his mid twenties, thought Carnage, came around the corner with a gun.

"Oh goody," Carnage said, "my first victim."

Lieutenant Wallas rounded the corner to find Carnage stepping out of the hole in his cell wall. "Oh goody, my first victim." Wallas about wet his pants.

"H-hold it right t-there," Wallas stammered, pointing his gun at Carnage. A noise came out of Carnage's mouth that resembled a laugh. A quick second later two tendrils came out from his hand and pinched Wallas on the check. "What a cute little security guard. It's so cute it makes me sick! You know what I do to people who make me sick?"

Three more tendrils came out from Carnage's side and wrapped around Wallas's body, pinning his arms at his side and squeezing his legs together. The tendrils started retracting, slowly bringing Wallas closer to Carnage.

The tendrils stopped when Wallas was three inches from Carnage. "How would you like to be tortured?" Carnage asked, drawing Wallas even closer, so that he could smell the monster's putried breath. "Would you like me to skin you slowly or oh, I don't know..." and with that Wallas felt a searing pain all over his body as the tendrils pinning him together formed sharp spears that dug into his entire body. Wallas screamed out in pain as white dots clouded his vision.

"Don't pass out on me now, you have to answer my questions," Carnage heckled as the spears pressed further into Wallas. "What floor am I on?"

"Sub…sub-basement level 14," Wallas cried out.

"That doesn't tell me how many floors I need to ascend to escape this hell hole," the spears dug further into Wallas's skin and he let out a blood-curdling scream.

"Eighteen floors, eighteen floors," Wallas screamed out. His head drooped down and he appeared to have passed out.

"Come on, don't be a wuss, you can hold on." But it was too late; Wallas didn't hear anything Carnage said. He had already fainted. In anger Carnage allowed the spears already embedded in Wallas's body to expand until giant gashes covered the SHIELD agents body.

Carnage continued to hold the body up as blood drained from the body onto the floor. Two minutes later Carnage dropped the corpse of the apparent rent-a-cop on the floor. He had quite a ways to go and many more people to kill.

Ten minutes later Carnage had ascended two floors and had not run into a single guard.

_We are bored_, Carnage's symbiote stated.

Carnage had to agree. He was sure the agents had set up a blockade somewhere hoping to trap him and hoping he would spring the trap.

Carnage was so consumed by his thoughts that he did not notice the two guards when he rounded the corner. At the last moment he noticed one of the guards raise a flamethrower and take aim. Carnage jumped around the corner as a stream of flame hit where he had just been standing.

"Did you get him?" one of the guards asked.

"I don't know," the other replied.

Carnage looked around his general area to see if there was something he could use to distract the guards. That was when he saw the fire extinguisher. Grabbing the extinguisher he yelled at the guards, "Missed me!" as he threw the canister towards them. Just before the fire extinguisher reached the guards Carnage aimed a tiny spear and shot it at the canister.

The fire extinguisher exploded in the faces of the guards and they and the flamethrower were covered in the fire suppressant chemical. Carnage took the guards' moment of distraction and attacked.

Shooting out a tendril he stabbed the guard with the flamethrower through the eye. Pulling the tendril back into his body, the guard fell lifeless to the floor. Wrapping another tendril around the second guard he pinned the man up against the ceiling.

"Please, please don't kill me," the guard pleaded. "I have a wife and a daughter."

"And I have a need to kill," Carnage smiled gleefully, "but I'll tell you what. Why don't you tell me what I want to know and I won't kill you.

"What do you want to know?" the guard asked.

"I know you are setting a trap for me," Carnage stated. "Where is it?"

"It's on the next floor," the guard squealed.

"Thank you," Carnage said and set the guard on the ground. Carnage began to walk away, then turned back around to the guard. Kneeling in front of the guard he said, "Oh I forgot something."

"Yes," the guard asked willing to please.

"This," Carnage said and swiped his razor sharp claws across the guards throat.

The guard looked at him in dumbstruck horror as blood gushed from his throat. He tried to say something, but could not because of the gash in his throat. Realization dawned on his face that Carnage had betrayed him as he bled out and died.

Carnage laughed as he got up and headed to the next level where the rest of the guards were waiting for him. Finding a nearby vent, Carnage ripped the cover off and crawled in. He released tendrils to help guide him through the vent up to the next level. The tendrils suspended him so that he did not make any noise as he moved through the vent.

Noiselessly he worked his way through the vents until he discovered where the rest of the guards were. Peeking through a vent, Carnage saw that there were fifteen guards in the pack.

Not wanting this to take long as he wanted to start his murdering spree in New York City, Carnage crashed through the vent and surprised the guards.

In less than ten second Carnage had sent five tendrils out, piercing eleven of the guards through mortally vital organs. Carnage's tendrils grabbed two of the guards who managed to not get pierced and both were shoved head first into the concrete walls. Their smashed heads and bloody brain parts dripped down the wall.

Carnage dropped the two dead guards and turned his sights on the last two remaining guards. Both were courageously guarding the door leading up to the next floor.

"You won't get past us," the guard on the left side of the door said.

"Yes I will," Carnage sneered and before the guards could register any movement, he had sprung toward them and in one fluid motion cut both their hands off at the wrists. The guards screamed in agony as guns dropped to the floor.

Grabbing both guards by their heads Carnage said, "Death is the only answer." Then with the force of ten men, strength granted to him by his other, he shoved the guards' heads together, caving both heads into each other.

Dropping the guards' bodies, Carnage made his way through the door and onto the next floor.

Thirty minutes and seven uniformed men later, Carnage stood on the edge of the Raft over looking Manhattan. It was still night, but Manhattan still looked alive as ever. _What a beautiful night_, thought Carnage, _soon to be full of blood and mayhem._

_**San Francisco, Later That Evening**_

This could not be happening again. Ramon Sanchez was once again on the run from the cops. He thought his plan was perfect. All he had to do was cut the power line to the security system and all the computer parts in the little mom and pop store would be his. After all, he had seen it done in the movies. He hadn't counted on the fact that cutting the power line would set the alarm off or that there would be police officers just around the corner.

_Just my luck__._

Turning a corner, Ramon ran past a television store where, briefly, he saw there was a news story on someone he did not recognize. So intent was he to escape the police, Ramon did not notice the black substance seeping up from the manhole ahead of him. He did not notice it until the substance wrapped around his legs, causing him to fall forward on the ground.

Looking back Ramon had an involuntary bowel movement as a big, hulking black creature rose from the sewer. The thing towered over Ramon's five foot five inches and had a huge mouth with very sharp teeth and a long, slimy tongue. It stared at Ramon with its big, white eyes.

That was when Ramon noticed the white emblem on its chest.

The emblem of a big spider.

Venom.

Ramon began to scuffle backwards in an attempt to get away from Venom. Stumbling to get up, he finally got enough traction underneath him to take off. He took off running, but that was when tendrils shot from Venom's body and wrapped themselves around Ramon. Ramon began to pray, as he knew this was his last night alive.

"Did you think you could get away with that?" Venom asked. "Trying to rip off those innocent people. For that you will—"

Venom stopped short as he passed by the televisions. Ramon could not understand why. After a moment the tendrils released Ramon and Venom turned to look at him.

"Tonight is your lucky night. We are needed it New York."

With that Venom jumped straight up, shot a tendril from the top of his hand and swung off.

Ramon sat on the sidewalk, swearing he would never steal again.


	5. Chapter 4

_**Outskirts of New York City**_

"What's the plan then?" Adam asked.

Samus had stayed up late the night before trying to figure out what predicament she was in. She was having a hard time coming to terms with Adam's suggestion that they had been deposited in a different universe. She had fallen asleep in the early hours of the next morning and had only recently woken up.

The first thing she had done, was open the hatch and stare out at the skyline ahead of her. Looking at the glistening skyscrapers in the horizon, Samus did not register her computer's question. The towering buildings in the distance captivated her, each one like a silver monument to the stars.

"My Lady?" Adam asked. When Samus didn't respond again, Adam called her again, still with no response. "SAMUS ARAN!"

Jolted back into reality, Samus spoke into her communicator, "What?"

"I asked you, what is the plan going to be now?"

Turning back towards the ship Samus began debating on what to do about her current situation. Being stuck in a different universe was turning out to be a big problem. "Adam, are you sure we are in a different dimension? Couldn't we have potentially gone back in time?"

"No, I am certain we are in another dimension."

"Why are you so certain?"

"There is something in the atmosphere that the sensors cannot pinpoint. This will sound strange, but I know I have seen these results before."

"Look through all the records in the database. See if you cannot pinpoint your source." Turning back towards the ship Samus said, "I'm going to go check the damage to the ship."

An hour later Samus returned to the cockpit covered in engine oil, "What did you find?" she asked Adam as she made her way to the cleaning station. Washing herself off and putting on a new pair of clothes she returned to her seat.

"Well according to the digging I did into the database I know two things: one, there was a time on our earth that this unknown element in the atmosphere existed. I cannot tell you when it existed or for how long, but I can tell you it was there."

"Okay, so you're saying that whatever happened on our earth didn't happen here?" Samus asked leaning her head against the ship's console and rubbing her temples with the palms of her hands. She had a feeling by the time she left her seat she would have a headache.

"Yes, that is what I am saying," Adam stated.

Picking her head up off the console she asked Adam, "Can you explain to me exactly how other dimensions work?"

Her view screen flickered and a picture of the planet Zebes came into view. The surface could hardly be seen because of the brown and yellow clouds swirling around the planet, but every so often Samus could see a hint of the orange and yellow tinged surface below.

The image zoomed in to magnify the cavern Samus recognized it as where she and Mother Brain had fought their final battle. A pixelated image of Samus and Mother Brain appeared on the screen inside the cavern. The two images appeared as if they had been pulled from a computer that could only render sixteen-bit images. The image of Mother Brain was flashing red and appeared as though she was breathing rather heavily.

"This is a recreation of your last battle with Mother Brain," Adam explained.

"Okay…" Samus let her voice trail off as a clear sign she was not following where Adam was taking her.

"Here, at this point," Adam indicated the nearly dead Mother Brain, "you had a choice." The pixilated Samus fired a pixelated missile at Mother Brain who began to die as symbolized by the numerous mini explosions that enveloped her.

_Somehow that's not how I remember it_, Samus thought.

"For you, in our universe, you choose to kill Mother Brain," Adam continued. "But," the view screen split into two and mirrored the image of Mother Brain and Samus, "let us say you choose a different path."

The explosions surrounding Mother Brain in the right image paused and began to rewind until just before Samus released the missile. "Let us say you decided to spare Mother Brain," Adam suggested.

The right image split again and showed two completely different images. One image showed Samus shaking one of Mother Brain's tentacles in a sign of comradeship. The other showed Mother Brain strangling Samus with a tentacle, Samus unable to stop her.

"In one universe," Adam explained, "you made the choice to spare Mother Brain. At that point this universe," the image on the left of the screen flickered, "diverged from our universe. The division continued depending on whether or not Mother Brain decided to become your friend or decided she just wanted to kill you." Each image on the right side of the screen portraying either outcome flashed respectively.

Samus nodded, starting to put the pieces together. "So, this universe is different because the Galactic Federation does not exist here."

"Exactly, My Lady."

"But why does the Galactic Federation not exist in this universe?" Samus asked.

"I do not know," Adam replied. "It could have to do with the unknown element that no longer exists in our universe."

"Okay, now that I have the whole multiple universe thing basically understood, what was the second thing you had to tell me?"

"Well," Adam said, "I was able to trace a record of the unknown element to a historical file, but that file is locked. Apparently I do not have a high enough clearance level to view it."

"Why would HQ decide that this piece of history needed to be hidden?" Samus asked. "What are they so afraid of that they don't want us to know about?"

"I do not know, but it must be bad if they have it sealed away."

"Okay, well I'll let you try to solve this mystery while I explore the area." Samus rose from her chair and headed towards the hatch of her ship. "What else did you find?"

"Well since this is a different universe the currency we have may not work. And judging by the culture scan I completed recently, the clothes you are wearing are nowhere close to being the leading fashion."

Samus looked down at her tight, blue leotard. "Well I have to wear this or my power suit won't fit."

"I know, but just understand, you will stick out, there will be no way for you to blend in."

"I'll deal with it. Besides, I've never been one to blend anyways." Samus grabbed her pack and climbed out the hatch of her ship.

Standing on top of her ship, looking out over the New York skyline, Samus marveled at the beauty of the skyscrapers, with their windows glistening in the hot summer sun.

"Try not to do anything rash," Adam chimed in over her com-link. "We do not know what will happen if you interfere."

"Got it. Stay cool, no fights."

"Good, and remember to report back every hour."

_**Somewhere in New York City**_

To Samus, the city seemed to have its own unique charm to it. She had heard many stories about the New York of her universe. Her New York no longer existed. It had been destroyed. It had not been long before her time when the city had been attacked. New York at the time had already begun its downhill slide into disarray when the attack came.

It had been Space Pirates. They seemed to be the cause of everything that plagued Samus's generation.

The attack had crippled the parts of the city that were not in disarray. Buildings toppled and the magnificent skyscrapers that surrounded Samus had come crashing down. Everyone that survived the attack had to leave the city and the people of the world decided that the old New York City was no longer needed and therefore expendable. After all, there were bigger and better cities being built all over the world at the time. New York City was lost and it would stay that way.

An outpost had been set up outside the city for the people who could not afford to travel far from the city. That is where Samus had intended to go, had they not been thrown into another universe.

As tragic as the fall of her New York City had been, it was also the event that spawned the orbital defense program and the creation of the planet defense system. The people of Earth had learned one important lesson from the conflict with the Space Pirates — they were not invincible, nor were they untouchable.

Apparently Adam had been wrong, or at least wrong about New York City. It appeared that no one seemed to care how Samus was dressed. In fact it seemed they really didn't care about much at all, except for themselves. More then once Samus had found herself pushed and shoved out of the way as people walked or ran passed her.

It hadn't taken her long to realize that a person was not supposed to walk out into the middle of the street in front of the dozens of incoming cars. The idea of cars on the ground bothered her. They should be in the air - that was her feeling on the subject. Cars had no place on the ground. Regardless, she soon figured out when and when not to cross, which made navigating a whole lot easier.

Looking up in the sky, Samus saw that the sun was high in the sky. _It must be about midday right now. I need to know what time it is to better orient myself._ Looking around she saw a building with a large window, inside what looked like a digital clock; however, it was not based on Galactic Federation time. Instead it read 1:33. _The population of this universe must not follow military time._ Doing some quick calculations, Samus figured out the time. _That would make it 1333. At least now I know what time it is._ To the right of the digital clock, she saw what had to be a television unit. It was not as advanced as the one from her universe, though. At first look she didn't see the option to turn the screen into a virtual reality presentation. It was still, for now, just on the screen. A woman on the television was dressed in a semi-professional dress and reporting the news.

While Samus couldn't hear what the newscaster was saying, it seemed important. There was a picture next to the woman's head of a skinny, rather pathetic, curly haired red head. On the screen a message flashed.

CLETUS KASADY ESCAPED

DO NOT INTERACT WITH IF SEEN

CALL LOCAL AUTHORITIES IMMEADIATELY

Samus read the message and looked at the picture of the man the woman was calling Cletus Kasady. He didn't look that threatening to Samus, but apparently looks were deceiving. Another message appeared on the screen.

ESCAPED LATE LAST NIGHT

MOST LIKELY HEADED FOR NEW YORK CITY

With the ending of the second message the image changed to a red and black creature that was destroying the city. Now this, Samus thought, was interesting. She decided to go into the store to see what was going on.

Upon walking into the store, Samus was accosted by the sound of several televisions all tuned to the same channel. A group of people was huddled around one and she walked up to see if they were watching the same thing she had just seen.

They were, though the image on the screen had changed. Now, what appeared to be a man dressed in red and blue spandex was fighting the creature. The announcer's voice came over the television.

"For those of you just joining us, what you are seeing is archival footage of a battle between New York's very own Spider-Man and the murderer known as Carnage. As reported earlier Cletus Kasady, better known to the general public as Carnage, escaped from the SHIELD installation he was being held in. Details are sketchy, but what we do know is that Carnage is sure to be heading towards New York City. One question does arise with this dire announcement. Will we see Spider-Man get involved in a battle with Carnage?" The image on the screen changed back to the newscaster, this time with a picture of Spider-Man next to her head. "The masked man known only to the world as Spider-Man has been shrouded in mystery since his arrival on the New York scene many years ago."

"He's a menace, that's what he is, if you ask me," a lady to Samus's right said.

"Put a cap in it, lady," another man, this one to Samus's left, said. "You've been listening to Jameson to much. Spider-Man's saved this city countless times. You probably wouldn't be here if it wasn't for him. If he hadn't been here the last time Carnage got out, you'd probably be dead."

"Who is this Spider-Man?" Everyone turned to look at Samus.

"What?" the man asked.

"I asked, who is this Spider-Man?"

"Where have you been?" the woman asked.

"Probably in her own dimension," the man replied.

Samus smirked, if they only knew.

"Spider-Man is the greatest!" a little boy from the group shouted out. "He can climb walls, jump really high, run really fast, and best of all he travels around by swinging on spider webs." The kid started running around the store swinging his arms like a jungle rope and making thwipping sounds.

"He's a mutant and mutants can't be trusted," the woman said.

"He is not a mutant," the boy shouted. With that the boy's mother grabbed his arm and pulled him away from the crowd. The rest of the group dispersed as well.

Samus was left alone to look at the television, which was again showing footage of Spider-Man fighting Carnage. _Whatever,_ she thought. _I shouldn't get involved anyways._ Samus headed back out on to the street. _At least now I know how this universe is different from mine._

_**Somewhere in Deep Space**_

Light years away from Earth, the Space Pirates came out of hyperspace at their latest of several hideouts. After the explosion on Tallon IV the pirates had left in quite a hurry. The explosion had damaged some critical parts of the ship and while they had replacement parts on board, they had been in no condition to fight the Hunter had the Hunter come after them. So they left.

Upon coming out of hyperspace, the pirates knew something was wrong. There was no trace that any space pirate had been there. Ridley was astounded. He had left an entire fleet of troops to guard the hideout and there was no sign of them.

The space pirates had chosen this particular planet as their hideout because it wasn't in any legitimate star map, but most importantly, the planet contained a rare gas that the pirates converted to use to power their spaceships.

As mad as Ridley was that either his space pirates had failed or they had fled, he was more worried about the gas conversion. When he had left to set his trap for the Hunter over half of the gas had been converted. He turned to the space pirate at the closest console and asked for an update on the gas conversion. The pirate's response was immediate.

Sir, according to our sensors there is no converted gas on the surface.

What do you mean? roared Ridley. Is it gone? Did someone steal it?

No Sir, I said there was no converted gas on the surface. All the gas the planet had is still there. It's just not converted.

That's not possible. You can't un-convert gas, Ridley said getting more impatient with each passing moment.

Sir, another pirate called out, when we first came to this planet there was evidence of an extinct race, that evidence is no longer here. It's as if the entire civilization never existed.

Hum, Ridley said as a thought occurred to him. It was outlandish, but he had learned from past experiences to never dismiss even the most outlandish ideas. Navigator, Ridley called out to another pirate, do a star sweep with our sensors and bring up a star map according to our ship sensors.

Sir, the pirate replied and went to work. Minutes later a star map the ship's sensors had created was displayed next to the star map the pirates had been using prior to the Tallon IV trap in front of Ridley. It was obvious they were completely different. We ran the sensors three times and each time the ship came up with this star map, a pirate said pointing to the star map on the right of the screen.

Interesting, replied Ridley. The new star map confirmed what he had been thinking. Though Ridley was surprised, he did not show it. It was important that his crew continues to believe him to be all-powerful or they might rebel against him. He had thought they had been transported to a new universe and this all but confirmed it. Something in this universe had altered the star maps from the ones the pirates had collected.

Ridley pondered this information as exciting ideas popped into his head. But all ideas were dashed from his head as an even better idea came to mind. Perhaps the Space Pirates had not tried to attack the human earth planet in this universe. If that was the case then the earth was potentially defenseless.

Set a course for Earth, Ridley said. It's time we got what we deserved.


	6. Chapter 5

_**10 Blocks South of the Daily Bugle**_

"Hey, watch where you're walking!"

"Sorry about that, didn't mean to step in front of you like that. Guess I wasn't paying attention to where I was walking," Peter said to the man yelling at him. _Sheesh, I think a thank you would be a better response_, Peter thought to himself as he walked away.

What the man yelling at Peter failed to realize was that had Peter not stepped in front of him he would probably be road kill, as the man had been too preoccupied reading his paper to notice that he was about to cross the street while the traffic was still moving.

Peter Parker rolled his eyes and kept walking down the street. If only every rescue could be that easy. Life would be so much simpler if it didn't require things like a costume change or the spotlight of the media. Unbeknownst to all but a small group, Peter Parker was also the Amazing Spider-Man and had been using his abilities to help whenever he could.

Peter was so lost in thought that, had it not been for his spider sense, he would have walked straight into a group of people starring at a bank of televisions through the window of a store. The people were clearly upset, and wondering what was being said to upset them, Peter stopped to view the televisions and immediately knew why everyone was upset. On the screen was a news bulletin:

CLETUS KASADY ESCAPED

DO NOT INTERACT WITH IF SEEN

CALL LOCAL AUTHORITIES IMMEADIATELY

Followed closely by a second message:

ESCAPED LATE LAST NIGHT

MOST LIKELY HEADED FOR NEW YORK CITY

Peter's first thought was to immediately start searching the city for Carnage. He knew it would not be long until the bodies started to surface, however, he quickly realized that would be a fruitless effort. The city of New York was so big, even with Peter's enhanced speed and web slinging abilities, it still would take him far to long.

Instead he decided his best move would be to go to the Daily Bugle, at least there he might be able to get some leads that would lead him more quickly to Carnage. The sooner Carnage was dealt with, the better it would be for everyone.

Moving quickly into a nearby alley, Peter removed his shoes trusting his spider sense to warn him if anyone decided to take a stroll down the alley. With his shoes removed, he ran up alley wall to the roof of the building next to the electronics store where he saw the news bulletin.

_Mary Jane is going to kill me, he thought, she just bought me these clothes and now they're going to have webbing all over them._

Pulling his shirt, pants, and socks off Peter stepped out of his street clothes and into his uniform. Pulling his gloves and mask from the pocket of his pants he put them on. Securing his clothes in a web pack, Peter slung it across his back and stepped to the edge of the building. He was no longer Peter Parker. Now he was Spider-Man.

He looked down on the street five stories below. Pointing his right arm towards a building across the street, Spider-Man double tapped the trigger of his web shooter with his two middle fingers and a line of webbing shot from his wrist, securing itself to the building. Angling himself north, Spider-Man jumped off the building and swung in the direction of the Daily Bugle.

It was such a rush swinging from building to building, traveling through New York City like a modern day Tarzan.

Coming to the apex of his arc, Spider-Man shot out a web line from his left arm. Releasing the pervious web line, he continued his forward motion up the street.

In no time Spider-Man saw the Daily Bugle building rising up amongst the many other tall building. Atop the building, a red neon sign proudly portrayed the name of the newspaper.

Spider-Man and the Daily Bugle had a storied history: the publisher of the Daily Bugle, J. Jonah Jameson, hated Spider-Man with a passion and took every opportunity to use the Bulge as a way to highlight his hatred. Often times he would call Spider-Man a menace or insinuate he had somehow caused whatever catastrophe was currently plaguing New York. Spider-Man was sure somehow he would be blamed for Carnage's recent escape.

As a high school student, Peter Parker had needed cash and the Bugle was offering a reward for the first pictures of Spider-Man. Taking his camera he had snapped pictures of himself stopping a burglary. He turned the photos in and Jameson offered him a freelance position. Whenever he had pictures of Spider-Man he was to bring them to the Bugle and Jameson would buy them from Peter.

Of course Jameson usually took the pictures and used them for his "Spider-Man is a Menace" propaganda.

Peter made decent earnings taking pictures of himself since he was the only one that was ever able to catch Spider-Man on film. And he never missed the irony of pulling one over on good old J.J.J.

Landing on the roof of the Bugle, Spider-Man quickly donned his street clothes, picking off the web remnants as best he could and trying to smooth out the wrinkles that had developed in his clothes as a result of being stuffed in the web sack.

Opening the roof door he headed down the stairwell to the Bugle's bullpen. Hopefully there he would be able to find some information on Carnage's whereabouts.

_**Offices of Global Fashions**_

"Thank you for this opportunity!" Mary Jane said enthusiastically as she closed the office door to Global Fashions, the modeling company that had just hired her to be the model for their latest clothing line. Reaching for her phone, Mary Jane was so excited about the new job that she did not notice she had stepped in front of someone until she ran into the person.

"Oh, I'm so sorry," she said as she looked up from her phone. She let out a surprised gasp when she realized she knew the woman she had run into. It was May Parker, her husband's aunt.

"May! What are you doing here?"

Steadying herself from the collision, she looked up at Mary Jane, "Just visiting the bank," she said.

"There are closer banks to your house aren't there?"

"Well yes, but you see this particular bank has a really nice gentleman that helps me with my banking."

A grin came across Mary Jane's face. "A gentleman banker, eh? Why May Parker I think you might be smitten!"

May's face began to blush. "I'm too old for love," she said.

"Sure you are," Mary Jane winked. Noticing a nearby coffee shop she suggested, "Let's get some coffee."

Entering the coffee shop, Mary Jane ordered one of the shop's signature iced coffees and May ordered an ice tea. Sitting down at one of the empty tables they made small talk for a few minutes discussing how Peter and Mary Jane were doing and future plans they had.

"Hey Mary Jane, I'm going through some old stuff in the house tomorrow to send to charity, would you mind coming over to help me?" May asked.

"Of course," Mary Jane said, "I'd be glad to help!"

Getting up to throw her empty coffee cup away, Mary Jane noticed a news bulletin on the television. She let out a startled gasp and dropped her cup. Some patrons looked at her, but she waved the incident away as a clumsy mistake.

Sitting back down at the table May asked her, "What happened?"

"It was nothing," Mary Jane replied.

"Mary Jane I'm old, not senile. I saw what was on the television. Is that Carnage character one of the villains Peter put away?" She asked the question in a hushed voice so no one would hear her.

Leaning into the middle of the table Mary Jane said, "Yes and he is very, very dangerous. He will kill anyone he sees."

"Then you need to contact Peter, make sure he knows. Spider-Man has dealt with him before, he can deal with him again."

Mary Jane smiled. "Yes he will. I'm going to go try calling him and then we are going to head to the Daily Bugle. That's where Peter said he was going this morning." She got up from the table. "I'll be right back," she said and then headed outside to contact Peter.

_**Daily Bugle**_

Life at the Daily Bugle was always hectic. Reporter Betty Brant could attest to that and today was no exception. She had started working at the Bugle years ago as a secretary for J. Jonah Jameson. Since that time she had worked her way up through the paper to the top-notch reporter she was today. Her trip had been tremulous, having lived through the death of her brother, Bennett, and her husband, Ned Leeds.

Betty was currently shuffling through papers trying to get some organization in the already busy day she was having. She looked up from her desk just in time to see Peter Parker walk through the doors of the news room wearing rumpled, wrinkly clothes that had stain spots randomly on his shirt and pants. _God, doesn't that boy know how to do laundry? _

She remembered the first time she saw him walk into the room. At the time he had only been in high school and been trying to get a job after taking the first photographs ever of Spider-Man. She liked him and it was clear that he liked her. As the years had gone by the two had settled on a friendship, she had eventually married Ned and he married Mary Jane Watson. Now the fondness they had for each other was like that of a brother and sister.

Peter looked over in her direction and she waved him over. She watched as he agilely moved between the desks nearly avoiding two collisions with speeding interns and she wondered how a man like Peter Parker could so easily maneuver the near death trap that was the bullpen. _Guess that can be chalked up to experience._ As he walked up to her desk she smiled at him.

"Hey Peter!"

"Hey Betty," Peter said. "Anything of newsworthy happening today?"

"Are you kidding?! Haven't you heard that Carnage escaped from the Raft? Geez Peter, where have you been?"

Peter feigned innocence, "Well, you know me, lost in my own world most of the time."

"Well so far there has been no sign of him. If I had to guess, I'd say he is probably bidding his time, waiting for the chance to strike when the striking is good."

"That really doesn't sound like his MO, Betty."

"Yeah, you do have a point."

Peter's phone rang and he looked down at the caller ID. "It's the wife," he said, "I'd better take this."

Peter stepped aside and answered his phone, "Hi Honey."

"Peter," Mary Jane said, "Have you seen the news? Carnage has escaped."

"Yeah I know, I'm at the Bugle right now trying to see if I can get any leads on him," Peter said in a hushed voice. It would do him no good for Betty to overhear this conversation.

"Are you crazy?" his wife screeched. "Carnage is way to dangerous for you to try and take on by yourself. Have you tried calling the Fantastic Four, the Avengers, anyone?"

Peter looked around to make sure no one was listening to his side of the conversation. "Reed and the gang are out of town right now, and I don't know about the rest. If things get out of hand I'll look into it."

"Look into it? Peter by then any number of people could be dead, you could be dead!"

During most of the conversation with his wife, Peter had been staring at his shoes. Movement in his peripheral vision caught his attention and he looked up to see Robert Robertson making his way towards Betty's desk. "Sweetheart, Robbie is headed towards Betty's desk. I need to find out if this has anything to do with Carnage. I love you and I'll call you soon."

"Alright," Mary Jane sounded resigned. "Be careful and I love you too." Hanging up the phone Peter made his way back over to Betty's desk.

"Carnage has just been sighted in Times Square and he is battling some mechanical figure. If I didn't know any better I'd say it was Iron Man, but Tony Stark is currently overseas giving a lecture on advanced robotics." Robbie looked at Betty then back at Peter. "I want both of you to head down there, stay out of the way, but try to get a story out of this. Peter can get some pictures too." He turned to look at Peter, but Peter had already disappeared.

_**Time Square, Twenty Minutes Earlier**_

_I want to kill._

"I know, I know, me too." Kasady said to his other. He had been waiting since the night before to finally start killing people. He had decided he wanted to wait, to find a place where there were lots of people, before he started killing. And there was no better place to find lots of people than midday in Times Square. The people walking past the alley he was hiding in would soon be screaming in terror as he killed as many people as he possibly could.

Peaking out the alley he saw a tall, thin, blonde woman walking up the street towards him and decided she would be a first good victim to start out his latest rampage. Running his sharpened nail of his pinkie across his arm, he released his other. Waiting in anticipation as his other covered his body, Kasady could almost taste his excitement of the kill to come. As the woman passed by the alley opening Carnage sent out tendrils that wrapped around her and dragged her into the alley.

Carnage had a gruesome, monstrous smile on his face as he dragged the screaming woman into alley.

Samus had been wandering around New York City for a couple hours after hearing about the news report of the creature called Carnage. As requested by Adam she had been checking in every hour and while Adam insisted she return to the ship immediately, especially with this strange creature roaming around, she couldn't help continuing investigate the city. It was so marvelous!

She tried to convince him that a better look around the city would be a good idea. In the end she won out and was able to continue looking around the city. After all, what was the chance that she was going to run into this Carnage character in a city as big as New York? And when would she ever be able to have a chance like this again? To see how her New York City might have been. Before the Space Pirates destroyed it.

She eventually made it to an area of New York that she found really interesting, where two city streets crossed in a V shape and there where many monitors like the ones in the store, but bigger and each showing a different image. She could imagine that this area would be very fascinating to see after the sun set and the city was dark, if one could ever describe New York City as dark. A passing bus with the words "New York City Tours" had driven by and she had heard the announcer refer to this area as Time Square, which she found odd, as the area certainly wasn't square in shape.

She was appreciating the scenery and the skyscrapers when she heard the scream. Looking up the street she caught a glance of a blonde woman being dragged into an alley. Whether Adam agreed with it or not, Samus was not going to let a woman be mugged right in front of her. _I mean I think I can handle one mugger_, she thought.

Running to the alley entrance, Samus came upon a scene that would haunt her for many years to come. Standing before her was the creature she had seen on the television. In one hand he was holding the girl by her hair, and his other arm was formed in the shape of a spear, which was protruding from the chest of the girl, who had a shocked, horrified look on her face. The girl took one haggard breathe before slumping over. Clearly she had just died. This man, this creature, was worse than any space pirate she had ever come across.

Carnage looked past his latest victim, his white eyes starring directly at Samus. "Oh goody," Carnage exclaimed, dropping the girl to the ground, "my next victim. Like a pig on it's way to the slaughter house!" Before Carnage could attack, Samus activated her bracelet releasing her suit. As it covered her body she looked up at Carnage and saw a surprised look on his face. "Well," he said, "this will turn out to be a much more interesting kill than the last little pig."

Carnage shot a tendril the size of a tree trunk from his arm. Samus knew it would not be able penetrate the shield around her armor; however, she miscalculated the impact the tendril would have on her. Upon impact she was thrown out of the alley and into the street. Immediately chaos ensued as drivers tried to swerve to miss her. A few cars were not able to stop or move before impacting with her and by the time Samus came to a stop she was one hundred feet down the road from where she had started and had lost two of her ten reserve energy tanks.

"Adam, I'm in trouble."

"My Lady, what has happened."

"I thought I was stopping a mugging and instead I crossed paths with the monster that escaped from the prison. You know, the one I told you about earlier."

"I'm pretty sure I told you not to interfere, Samus." It wasn't a question.

"Well I did, and unless you want to be left here to be found and turned into scrap parts, you better find someway that I can defeat him. He's powerful and I have no way of stopping him at this moment."

"I'll do what I can. Is there any way you can get away from him."

"Even if I could I get the sense he would just turn on other people here. I can't abandon these people to this monster."

Carnage emerged from the alley at the moment, sending a tendril at the nearest civilian, piercing the man through his eye. The man crumpled to the ground. "I just love murder and chaos!" Carnage yelled.

Samus ran after him, placing careful attention to the tendrils coming from his arms. More tendrils shot out at her and she just barely managed to jump over them. Swiping two fingers of her left arm across her visor, Samus brought up her scan function. Locking on to Carnage, she initiated the scan. The results, which scrolled across her visor, did nothing to help her:

ALIEN LIFEFORM

ABILITY TO FORM AND DETACH PARTS OF ITSELF TO USE AS WEAPONS

WEAKNESSES: UNKNOWN

ADVISED COURSE OF ACTION: RETREAT

Samus swore to herself. Activating her arm cannon she got a clear shot and fired several power beams at Carnage's chest. The shots bounced off him and he laughed. _I could be in real trouble here__._

Charging up her power beam she released a charged shot that hit Carnage squarely in the chest. Carnage was thrown several feet back into a car with such force that the frame of the car bent around him.

_Maybe he's not as powerful as I thought__._

In answer to Samus's unspoken thought Carnage pulled himself from the wreckage of the car. There was not a single scratch on him.

Samus armed a missile and targeted Carnage. Firing off the missile it went speeding toward him and Samus was sure this would surely stop Carnage, but a tendril shot from Carnage and knocked the missile off course causing it to explode into a nearby building.

Adam came over Samus's com-link, "I just registered one of your missiles going off. Did it stop the creature?"

Dodging several small, pointed projectiles Carnage shot towards Samus she responded, "No. He knocked it off course and it impacted into a building. I hope no one was in there…" Samus's voice trailed off as she did a back flip to avoid more of Carnage's tendrils.

"Why not try hitting him with your ice beam? Freeze him in place," Adam suggested.

Samus aimed her arm cannon at Carnage who let out a sinister laugh. "I'm rather disappointed," Carnage stated. "I was hoping for a better pig to slaughter. The last two were nothing. Can't you give me some sort of work out?"

"I'll give you a workout," Samus responded. Switching her arm cannon to her ice beam she powered up the blast and shot it at Carnage. It had the effect she was hoping for. Carnage was frozen in a solid block. Looking around at the mess Samus thought, _That was a little close…_

So focused on the fact that she was able to beat Carnage so easily, Samus did not notice that tendrils were slithering along the ground toward her. She didn't notice until it was to late. They sprung up from the ground and wrapped themselves around her, pinning her arms to her sides and her legs together and then began to lift her above the ground. At the same time the block of ice that was Carnage began to shudder and break apart.

Carnage stepped over the ice chunks laughing. "Silly superhero. You must be really new if you think that will stop me. Just for that I'm going to kill you really slowly." The tendrils formed spikes and began to squeeze into Samus. She looked up at her HUD and watched alarmingly as the status of her reserve energy tanks began to drop quickly. At the rate this was going her suit would power down in under a minute and the tendrils would be able to pierce her armor and kill her. As the warning alarms in her suit began to shriek she knew she should have listened to Adam and not involved herself in the problems of this universe.

"Hey Carnage," a figure said swooping down from the sky. The figure hit Carnage square in the chest knocking him back twenty feet. The figure landed lightly on his feet and assumed a defensive position, hands balled into fists. "Didn't you hear? You have to keep your dues current with the Super Villain Union if you want to touch the new merchandise."

The shock of being hit by the figure had surprised Carnage and the tendrils holding Samus released her and she dropped to the ground. Turning off the alarm system she looked at the person who had swooped in and rescued her. She recognized him instantly from the images on the television from earlier. He was dressed in red and blue spandex. Throughout all the red portions of his bodysuit there was black stitching in the shape of webs and she knew if he turned around and faced her she would see a black spider on his chest. He looked over his shoulder at her and she saw that his mask had reflective lenses so the viewer could not see his eyes.

"Are you okay?" Spider-man asked.


	7. Chapter 6

_**Daily Bugle**_

_I'll__ have to think up of some excuse to explain my quick disappearance__, _Peter thought as he ascended the stairwell of the Daily Bugle ten steps at a time towards the roof, _but that will be a problem for another day__._ Having a secret identity did have its problems. When Spider-Man was needed and Peter was in the area he always had to find some way to excuse himself which usually meant he looked like a total coward as he ran from the scene. And then there were those times that his need to disappear was so urgent that he didn't have time to come up with an excuse and would simply just disappear. And while he hated looking like a coward, he hated even more looking like a flake that no one could count on.

Reaching the roof, he stripped out of his street clothes, revealing his uniform underneath. Mary Jane was probably going to kill him after this. First his clothes had been stained with the webbing from the sack on his way to the Bugle and now he was in such a hurry that he did not have time to collect his clothes and put them in a web sack. They would have to sit on the roof and wait till he had a chance to come back for them. _Yep, this time I am surely dead__._

Pulling his mask on, Spider-Man looked out over the city in the direction of Time Square. Time Square was about fifteen blocks to the southwest from where the Daily Bugle was.

Running to the edge of the building, Spider-Man jumped off the Daily Bugle and dove to the street below. Shooting a web line out to an adjacent building he swung out over the streets of New York, skimming the heads of several pedestrians. As he swung back up he heard many yells of profanity in his direction.

Swinging down Second Avenue he let go of the web line and did a fancy twirl around the side of a building. Shooting a new web line out he was now headed west on East Fourth Street. After swinging several blocks down that street he webbed his way around another building and began heading north on Fifth Avenue passing by Bryant Park. Finally he turned west on West Forty-Fourth Street, the street that would take him directly to Time Square.

As much as he hated ditching Betty, he knew that had he stayed with here he would have reached the scene to late to help many innocent people. Web slinging was a much quicker alternative. As Spider-Man neared the area, he shot out a web line to the corner of a building to slow his progress. Swinging around the corner he landed on the side of the building and looked down over Time Square. He could already see the damage that the battle had already caused.

Several cars had been knocked off the street and one car appeared to have been smashed into, as the frame wrapped in such a way that suggested a body had slammed into it pretty hard. Looking around he noticed several people were hurt and a couple of them were dead. In an alley across the Square from him, Spider-Man noticed the lifeless form of a young adult woman.

_Carnage will pay for this__._

In the middle of Time Square he saw that Carnage had finally gotten the upper hand on the mysterious figure. Like Robbie had said, Spider-Man noticed that the figure did look a lot like Iron Man, but he could not tell if the person was male or female, or even human for that matter.

Carnage had already surrounded the figure in his tendrils and was clearly going in for the kill. Spider-Man had to attack now or another person would fall to Carnage's blood lust. Shooting a web line to the other side of the Square, Spider-Man ran across the building, jumped off, and angled his descent into the chaos so that he would kick Carnage squarely in the chest.

"Hey Carnage," Spider-Man yelled as he swung his legs forward to impact with Carnage's chest with such force that Carnage flew backwards several feet, slamming into the street creating a man-sized crater.

"Didn't you hear? You have to keep your dues current with the Super Villain Union if you want to touch the new merchandise."

Assuming a defensive position, Spider-Man spared a quick glance over his shoulder at the mysterious figure. "Are you okay?" he asked.

The figure looked up at him and nodded. "I believe so," it said. The suit had some sort of voice modulator and the visor from which the person looked through was mirrored, so even this close Spider-Man couldn't tell if the figure was male or female. Deciding to file that question to the back of his mind, Spider-Man turned his full attention to Carnage. He had to pay careful attention to Carnage since he was immune to Spider-Man's spider sense.

Carnage was already up and advancing on Spider-Man. "As a matter of fact, you despicable insect, my dues are paid up and I can touch the merchandise all I want." An ax formed out of his right hand and he threw it at Spider-Man.

Spider-Man did a back flip twisting in mid air and shooting a web line that connected with the sailing ax. With a quick twist of his wrist he sent the ax into a nearby wall. "Really Kasady, how many times do I have to explain it to you, spiders are arachnids, not insects."

"Either way you will soon be dead." Carnage sent tendril after tendril out of his body towards Spider-Man.

Spider-Man ducked, jumped, and flipped over several incoming tendrils using his enhanced speed and agility. Spider-Man moved so fast that it looked like the two adversaries had choreographed the fight. To someone watching from afar the fight would have looked like an amazing dance. However the dance was not choreographed and the two adversaries were not dancing for their enjoyment. Eventually one of them would mess up and the other would take the upper hand.

Carnage formed a spear with his right hand and shot it out towards Spider-Man. Jumping out of the way, Spider-Man landed on a wall of a nearby building.

"Give it up Kasady, you won't escape from here," Spider-Man said as he raised his left hand and shot a glob of webbing toward Carnage. The webbing managed to make contact, adhering to Carnage's face.

Pressing his back against the wall of the building, Spider-Man raised his right hand as well and sent two streams of webbing towards Carnage's feet sticking him in place to the ground.

Carnage let out a vicious yell as he tried to pull the webbing off his face.

Spider-Man jumped off the building and swung towards Carnage, his intention to knock Carnage to the ground and web him to the street. But Spider-Man forgot that Carnage's symbiote also had a mind of its own.

The symbiote sent several tendrils towards Spider-Man and knocked him out of the air, sending him smashing into the roof of a car below. Carnage succeed in ripping the webbing off his face and turned towards Spider-Man who was picking himself out of the wreck of the car.

"I'm done with you," Carnage said. "It's time to kill the bug."

The dance continued as Carnage sent tendrils, spears, axes, and all assortments of weapons at Spider-Man as Spider-Man continued to duck, dive, and jump trying to get close enough to lay Carnage out. Unfortunately Carnage began to get the upper hand.

Spider-Man was having trouble keeping ahead of the tendrils Carnage keep shooting out of his body. He was so used to relying on his spider sense to warn him of danger that not being able to use it now was becoming a bit of a disadvantage.

He was also trying to keep his back free of civilians so that the hazardous tendrils did not hurt an innocent person. But his attention to his surroundings made it so he couldn't always watch himself.

That mistake cost him.

A stray tendril with a sharp edge caught him in the right leg and sent Spider-Man tumbling to the ground.

"Oh, insect," Carnage smiled, showing off his sharp rows of pointed teeth, "looks like I just made my checkmate move." As he walked closer his left arm transformed into a guillotine shaped object with a sharp, cutting edge.

"Not quite," Spider-Man replied, shooting another gob of webbing into Carnage's face.

At that exact moment a large, powerful beam flew past his left shoulder and hit Carnage in the right shoulder, spinning him around knocking him to the ground. Looking over his shoulder, Spider-Man saw that the mysterious figure had gotten up from the ground and a cannon attached to its right arm was pointed at the spot where Carnage had once stood.

Looking back at Carnage he said, "That's why when playing chess you always plan more than one move ahead."

"Now it's two against one," the stranger said walking up to stand beside Spider-Man.

"Oh, but how the tables can change," Carnage said as he slowly stood up. "Wow you pack a punch," he said looking at the stranger.

Before the newcomer or Spider-Man could initiate another fight with him, a tendril shot out from the back of Carnage and grabbed a bystander still in the vicinity. "You'll give me a pass out of here or this person will die."

"He'll kill him anyways," Spider-Man said under his breath to the stranger.

Carnage jumped up onto the wall and began to scale it with the tendril wrapped around the bystander.

"I can't follow him," the stranger said. "My suit is to damaged."

Well at least I know it isn't a robot, Spider-Man thought as he jumped up the wall and began running after Carnage who was now roughly ten stories above Spider-Man. Down below the stranger tried to hinder Carnage's progress by taking pot shots.

"Carnage let the man go," Spider-Man yelled.

"As you wish, insect," Carnage gleefully laughed. The tendril holding on to the man released and the man began falling to the street below.

Shooting out a web line to the top of the building, Spider-Man sent himself sailing upwards towards the civilian, meeting him half way, so that the break of the fall would not injury the man. Shooting out another web line, Spider-Man lowered himself and the man to the street.

"Thank you, Spider-Man," the man said. "I'm glad to say that from now on I won't be believing any of the trash the Bugle writes about you."

"I'm glad to win over another loving fan." Turning his attention to the stranger who had lowered the arm cannon and was looking at him he said, "You and I need to talk."


	8. Chapter 7

_**LaGuardia Airport**_

The airport was a busy place. So many people moving and bustling around, trying to make it to their gate before their plane took off.

Eddie Brock hated airports. There were far too many people around him for his tastes.

He also hated being back in New York City, the city where he had lost all his credibility; the city where Spider-Man lived. While he had long ago come to a truce with Spider-Man and realized that in some ways he and Spider-Man were alike, the thought of eating his spleen was still a tasty and tantalizing fantasy.

Walking down the concourse, Brock took a long berth around some security guards walking towards him. It may have been awhile since he was last in New York, but his face and that of his alter ego was still probably fresh in many people's minds.

_Can we hurry along? We are impatient._

"Yes, yes I am doing my best and moving as quickly as I can," Eddie said to his other, giving a woman nearby a small smile when she gave him a weird look.

It was no wonder she was, to everyone else it looked like he was talking to himself. Pulling his baseball cap lower over his head to help mask his face, he walked through the security gate and headed towards the closest exit.

On his way towards the door he spotted a television with a news bulletin starting. Causally he walked over to the screen. The newscaster was talking, but the sound was muted and Brock could not hear what she was saying. Next to her head was a text balloon that said:

NEWS UPDATE

SPIDER-MAN AND CARNAGE FACE OFF IN TIME SQUARE

POTENTIALLY NEW SUPERHERO ALSO SPOTTED

The newscaster was replaced by images of the battle between Carnage and Spider-Man. The videos were labeled "Amateur Video". The video showed Spider-Man holding his own against Carnage for a short time before slipping up. Eddie could tell that had it not been for the intervention of the mysterious person Spider-Man would have most likely been killed.

_To bad it didn't actually happen._

"And if he had it would have made are job of stopping Carnage that much hard," Eddie said. "No, for the time being Spider-Man is a needed asset. Besides, remember we promised we would stop trying to kill him and eat his spleen."

_Yes, but we would still enjoy it so much._

"Behave. The last thing we need is an incident like the last time we came here looking for Carnage."

His other said nothing and Eddie took that to mean it agreed with him. The last time he had come to New York looking for Carnage both him and his other could not hold back their rage after seeing what Carnage had done and ended up reveling themselves to the public in the airport. What followed was a chase between Venom and the New York City Police. While it had been child's play to escape them, it had been an inconvenience. One Eddie did not want repeated on this day.

Walking out of the airport, Brock headed towards the long-term car parking lot, there would not be many people in that area. Once in the parking lot, Brock removed his baseball cap and threw it on the ground. From here on he would not need it. The clothes he was wearing began to shift and move as the symbiote began to take the form Eddie was most known for.

His shirt, pants, and shoes merged together so it looked like he was wearing a black onesie. The white spider emblem appeared on his chest and his shirt stretched up to cover his head. Now his head took on the vile shape Venom was known for with the huge white eyes, sharp rows of teeth, and long slimy tongue.

With the transformation complete, Venom climbed the outer wall of the parking complex. Once on top he oriented himself towards Time Square, shot out a web line, and swung off.

Carnage would be his.

Twenty minutes later, traveling down Seventh Avenue, Venom shot out a web line and angled his swing to bring him in between two buildings bordering Time Square. Silently he swung into the shadows and stuck to the wall.

Venom poked his head out around the corner. Below him he could see the aftermath of the destruction Carnage had created. He knew Spider-Man had to still be around somewhere and not wanting to begin any fights just yet, Venom continued to stay hidden.

Clearly, wherever Carnage had gone he had not stayed above ground. Had that been the case Venom would have been able to follow the screams. Looking down below him he spotted a manhole cover. Quickly he scaled down the wall, jumping to the ground when he got closer.

Lifting up the manhole, Venom slithered down into the sewers, instantly regretting that his symbiote did not have the ability to plug up his sense of smell.

Coming to the end of the access tunnel from the street, Venom swung himself up on the ceiling of the sewer and began to look around. There was not much light in the sewer, the only light coming from light bulbs that were spaced sporadically up and down the tunnel. Not knowing which direction to travel in, Venom choose to head to the right and began crawling across the ceiling.

Several minutes passed with no sign of Carnage.

_You clearly went the wrong way_, the symbiote said.

Choosing to ignore his other, Venom continued trudging along. After several more minutes of finding nothing, Venom was ready to agree with the symbiote. Turning around to head in the other direction, the symbiote felt a subtle change in air pressure headed towards them and jerked Venom's head out of the way, just as a sharp red object flew by.

"Ah, I missed," came Carnage's voice as he crawled out from the shadows. "How have you been dad? Boy I sure do miss those family reunions we used to have." Shooting a tendril into the ceiling, Carnage swung down to one of the catwalks that ran parallel to the draining sewage. Shooting out a web line, Venom did the same, landing on the catwalk opposite Carnage.

"You're no son of mine, spawn."

"Oh Dad, that hurts. How could you forget the reunions? You, the little spider, and me; I will admit it was usually the two of you bullying up on me, but I feel that I held my own. Those were fun times," Carnage threw up his hand and shot out several pointed projectiles aimed straight towards Venom, "until you both threw me back in the slammer."

Venom did a back flip and threw himself in the air, twisting his body so that he landed on the wall. With enough force to push a parked car through a wall, Venom launched himself at Carnage. Their bodies collided and they toppled over the catwalk and into the sewage below. Rising up from the sludge, Venom bellowed, "I will eat your spleen!"

"Oh, not that old line again," Carnage retorted. "Can't you come up with something new?"

Venom shot out a tendril, wrapping it around Carnage's neck. He pulled with all the force he could muster and Carnage came flying toward him. Throwing his arm back, he punched Carnage with all his might and sent Carnage flying, imbedding him in the wall opposite them. Laughing, Carnage removed himself from the wall and growing two sword-like weapons out of his arms, charged at Venom.

"You won't take me down that easily," Carnage yelled. He slashed out at Venom who easily dodged the attack. "I have been waiting a long time to take my revenge on you."

Kneeing Carnage in the gut Venom said, "You aren't man enough to take us on Kasady. You couldn't beat us before, what makes you think you can beat us now?"

"Easy," Carnage said smiling, "I was just the distraction."

"Wha-" Venom tried to say, but before he could he felt a sharp pain in his upper and lower back, and instantly knew the mistake he had just made. While he had been dueling with Carnage, he had not paid enough attention to his surroundings.

However Carnage had done it, probably through the murky waters that made up part of the sewage, he had sent several tendrils behind Venom and when the moment was right, stabbed him in the back. Though the symbiote could protect Venom from most things and it could heal rapidly, the pain was still ever present. It was enough pain to distract Venom further.

Carnage took this opportunity to wail on Venom, with fists, knives, and anything else his twisted mind could conceive of and create out of the symbiote. After several minutes of punishment, Carnage stepped back to look at his masterwork.

Venom was lying, face down, in the sewage, parts of his symbiote had been torn away and where there was bare skin, traces of bruises and blood were starting to appear.

_Now, now__,_ said Carnage's other, _let's finish him off now!_

"I couldn't agree with you more." Carnage took a step towards Venom and crafted a dangerously looking knife out of his hand. Hoping that Venom was still aware enough to hear him Carnage said, "You know, you ought to feel lucky. I know you can't see it with your head all down in the sewage like that, but this knife that I have crafted is an exact duplicate of the knife I used when I made my first kill." Venom shifted ever so slightly. "Who did I kill, you ask? Well to be quite honest, I'm not entirely sure who she was, or if it was even a she. I think it was a she, but I really don't know. Anyways the point of all of this is that you should feel lucky, lucky that I am relating you to that first kill. This is how important of a kill you are to me. You will scream as I send this knife through you, and as you die, you will know there is nothing you can do to stop me from murdering millions of those people you call _innocent_."

Carnage reared up to make the stabbing blow, but before he could Venom's symbiote lashed out sending him flying several feet down the sewer tunnel. Landing in the sewage, he tumbled several more feet before he came to a stop. Furious, Carnage got up and began to advance towards Venom, only to find out that during his tumble, Venom had made a hasty retreat and was nowhere to be seen.

"I will find you and when I do I will torture you for so long you will beg me to kill you," Carnage yelled at the walls.


	9. Chapter 8

_**Time Square**_

"We need to talk," Spider-Man said to the mysterious figure in front of him.

"We do," The person said. Spider-Man still could not make out if the person was male or female, human or alien. "But first, shouldn't we follow that monster?"

"You're right, can you get to the roof?" Spider-Man asked.

"Most of my suit functions are back online, so yes I can."

A jet pack activated from the back of the suit and the person started ascending towards the roof. Impressed, Spider-Man jumped up the wall and began scaling the wall to look for Carnage.

Once on the roof Spider-Man began scanning the area for any possible signs of Carnage. Not seeing any signs of Carnage, Spider-Man moved to another roof with the mysterious figure following close behind.

Twenty minutes later they returned to the roof of the building they had originally scaled with nothing to show for their search.

"He must of gone underground," Spider-Man said.

"How can you know that?"

"Because Carnage can't help but kill people. If he had stayed above ground there would be a line of bodies and screaming people we would be able to follow."

Spider-Man looked out over the skyline and then turned back to the stranger. "Okay, I have to ask. Do you have a name I can call you by? It's not like I can go around referring to you as the Mysterious Person. I mean, with that suit and voice modulator I don't even know if you're a man or a woman."

The figure looked at him. "You can call me Samus, and that's as much as you'll get. I like to keep my secrets close to my chest."

"Okay Samus, but I have to say, you know more about me with my name. I mean, I have the word 'man' in my name so clearly you know my sex and I don't know yours."

"You can't see any part of you with the costume on. For all I know you could be a woman," Samus replied.

"First off, this is not a costume, it's a uniform. I take my superheroing very seriously. And second," Spider-Man waved his hands in front of his chest, "I wear spandex, how do you propose I could hide anything up here?"

"Fair enough," Samus said, "but you haven't changed my mind. You'll know more about me when I'm ready to divulge that information."

"I don't usually trust people who keep things from me."

"Says the man wearing the mask." Samus looked down at the scene in Time Square. "So how did this creature come to be and why does it still exist?"

"Why it still exists is because I refuse to become Carnage by killing him," Spider-Man replied. Crossing his arms over his chest he looked at Samus, "As for how he came to be, now that is a long story."

Samus did not quite understand what this creature called Carnage had to do with a "bookish, yet charmingly handsome 16 year old" as Spider-Man had put it, but she decided to be patient and wait out the story. Clearly this Spider-Man had a long-winded way of getting to the point.

There once was a bookish, yet charmingly handsome sixteen-year-old who will be called P. P was very into science, he loved chemistry sets and attending all sorts of cool science fair projects, however, P was not a very well liked guy. All the other kids at school made fun of him for being into science. They called him geeky and nerdy.

One day there was a science project on genetics that P wanted to go watch. He asked several of his classmates if they would like to go with him, but they all laughed in his face and pushed him to the ground. A little sad, but not too affected by this, P continued on to the demonstration. Once there, P wedged himself into the back corner of the room and learned that the geneticists had taken the unique aspects of several different spiders and combined them into one "super spider". P was awed at this and was so captivated by the lecture that, just like the presenters and other watchers, he did not notice that one of the "super spiders" had escaped from its enclosure.

Nor did he notice that the spider had created a web near the ceiling in the very corner he was occupying. He also did not realize that the spider saw him as a threat, and because he was a threat, the spider was going to make him go away in whatever way possible.

As P watched on in fascination as the lecturers described how they created the spiders, the other spider lowered itself down a web line and, landing on P's hood, it crawled to his neck and bit him. P felt the bite and slapped at his neck, squishing the spider. Not thinking anything of it he continued watching the presentation.

At the conclusion of the presentation, P began to walk home where his dotting aunt and uncle lived. On his walk home he began to feel woozy and sick. At one point the pain was so intense that he dropped his books and began clutching his stomach in pain.

He was in so much pain he did not realize he had ventured out into the middle of the street until the honk from a truck made him look up and see it about to run him over. Without thinking P closed his eyes and jumped out of the way. When he did not feel the truck hit him he gratefully opened his eyes, only to find that he was no longer on the ground, but several feet in the air and he was not standing on something, but rather his hands were attached to the wall. Gaining some leverage with his feet he began to haul himself hand over hand up the side of the building. When he got to the top he had not broken a sweat.

It was then that P realized that the spider that bit him must have been one of the super spiders because no ordinary spider bite could do this to a person. He also realized that the spider bite had transferred the spider's natural abilities to him. He could not only jump like a spider and crawl walls like a spider, but it did not take him long to learn that he also had the proportional strength and agility of a spider as well.

P's family was not the richest family. They struggled paycheck to paycheck and often times P had to wear clothes from the local thrift store. So when he discovered he had all these amazing powers, his first thought was not to help people, but to help himself. Browsing the newspaper one day, he saw an ad that said if any person could stay in the wrestling ring with a then famous wrestler for three minutes they would win three thousand dollars. P decided this was exactly what he needed to do in order to make some money for his aunt and uncle. Crafting a costume out of a mismatched old pair of pants, a sweatshirt, and a mask he found in the attic, he ventured to the wrestling ring and tried his luck with the wrestler.

P did not last three minutes in the ring with the wrestler. Or more accurately, the wrestler did not last three minutes with P. Before the first minute was up, P had strung the wrestler up top of a pole and he was asking to be let down.

P won the money that night, but he also won something else. A talent agent had been watching the show, and being able to see what P could do approached him with the idea of creating his own television show. P accepted and before long he was in front of the camera showing off his many powers in a brand new costume. P was raking in the money, unfortunately sometime later a con artist would pretend to be him and take all of his money.

At home things were not going so well. P was getting moody, an effect of hiding his powers and television show from his aunt and uncle. His grades were also slipping and to his aunt and uncle it seemed like P was never home anymore. It got to the point where his uncle sat down with him and tried to talk to him.

"P," he said, "you are an amazing person with amazing gifts. That brain of yours is something special. And when you have a gift like that, you have a responsibility to use it to help other people. Just remember, with great power, also comes great responsibility."

P laughed in his uncle's face and stormed off. Who was his uncle to try and say those things to him? Deciding he needed to get away, P left the house. He thought a walk would help him clear his head.

While out on his walk P decided to get something to drink, but he was a few cents short and the cashier at the convenient store would not give him the drink. As he was walking out, another man ran into the store, and pointing a gun at the cashier, demanded all the money. P just kept on walking. Why should he help the cashier? It's not like the cashier helped him out. P walked away from the store as the gunman ran in the opposite direction. The cashier came out of the store and yelled for someone to help.

P just kept on walking, until he heard the gunshot. Mild curiosity made him go back and see what had happened. Groups of people were standing around a person lying on the ground. P edged forward to try and see whom this person was. When he first caught a glimpse of the person his heart sank. It was his uncle. He pushed through the crowd and knelt by his uncle, pleading for him to live, but it was not going to happen. His uncle had been mortally wounded.

He heard the radio on the shoulder of the officer who had responded to the call blare out that the suspect was holed up in a nearby warehouse and they had him surrounded. _No_, thought P, _no one is taking this person down expect for me__._

Sneaking into a nearby alley, P changed into his costume and headed toward the vacant warehouse. When he got there it was child's play to slip past the police and sneak in through an open window.

Once inside he began searching for the person who had shot his uncle. It took him several minutes, but finally he found the guy. From the vantage point he was at, he could not see the person's face. He knew he wanted to look into the person's eyes as he strangled the life from him, so he snuck up behind the guy and tackled him to the ground. He turned the guy around to look him in the face and came to a horrible realization.

The man who had killed his uncle, who had taken the only father figure he remembered away from him, was the same man who had robbed the convenient store P had just been at. The same man that P could have stopped, but choose not to. It was at that moment he realized what his uncle had meant when he said, "With great power, also comes great responsibility."

P could not end the guy's life. He did not have it in him to kill this man, so he webbed him up and left him outside for the police to find. It was at that moment that P realized he could no longer use his powers to help himself. He needed to use his powers to help other people, people who could not help themselves. It was then that he became Spider-Man.

_And now__,_ thought Samus, _I know how this Spider-Man came to be, but I still know nothing of this Carnage. Hopefully he will pick up the pace of this story._

It was some years after Spider-Man had entered the scene when he was called upon by a being of immense power called The Beyonder. The Beyonder asked several of Earth's mightiest heroes to join together in a fight against several of Earth's mightiest villains. All who joined where transported to an uninhabited world where they began the Beyonder's game. It was during one of these fights that Spider-Man's uniform had been ripped to shreds.

Not having a spare, and knowing that the god of thunder, Thor, had found a machine that could replicate his uniform, Spider-Man asked him where it was. When he pointed in the general direction, Spider-Man went in search of the machine. When he found the machine, it did not replicate his uniform as it had done for Thor, but gave him a completely new one. This one was all black with the exception of a big white spider on his front and back and two white patches on the top of each of his hands.

Once he came back from the Beyonder's battle, Spider-Man began wearing the suit permanently. He found it had amazing benefits that his old suit did not have. For one, it created its own webbing, so he no longer had to buy or create the materials needed for his webbing. It also had the ability to mimic other clothing. Now P did not have to wear his uniform under his street clothes. His new uniform was both his street clothes and his crime fighting ones as well. There was nothing that could go wrong with new suit.

P began to find that he was tired all the time. He was also having weird dreams where his old suit and his new suit were fighting over him. They had taken on personalities and as strange as it seemed, the black suit just felt evil. Soon he became weary of the suit and tried to get rid of it, but when it appeared in his closest the next day he knew something was up. He went to seek out the help of Reed Richards of the Fantastic Four. Reed was one of the smartest men in the world and was teammates with one of Spider-Man's best friends, the Human Torch. Spider-Man knew that if anyone could help him it would be Reed.

What Reed discovered shocked P to his very core. The black suit was in fact not a suit at all. It was a living being called a symbiote and it was trying to attach itself to P permanently. P did not like this and through some creative research, Reed was able to discover that fire and sonics weakened the creature. Through the use of one of his sonic guns, Reed was able to detach the symbiote from P and contain it in a vial, so that it would never be able to escape. This of course led to some funny hijinks between Johnny, the Human Torch, and Spider-Man, as Spider-Man now did not have anything to wear home. Therefore, to help his old buddy out Johnny dressed Spider-Man in a retired Fantastic Four uniform and a brown paper bag with eyeholes cut out, to cover his head. It had been a very embarrassing trip back to his place that night.

Unfortunately, this was not the end of the symbiote. It was able to escape and it came after P. Reattaching itself to him while he was asleep, P was able to wrestle enough control from the creature to guide them both to a church just as the bells began to chime. P tore the creature from himself and watched as it withered away. He believed that the creature had been destroyed for good.

This however was not the case. As not so good luck would have it, a man was in the church pews at the very same time Spider-Man was wrestling for control over his body back. This man was Eddie Brock, and he was there to commit suicide. He wanted to commit suicide because Spider-Man had proven a story that he had written for the Daily Bugle to be false and full of made up information. He had lost his job and his reputation. Sensing his weakness, the symbiote clung to Eddie. Feeling his hatred for Spider-Man the symbiote bonded to Eddie permanently. From that moment on Eddie Brock had become Venom.

As Venom, Eddie Brock had all of Spider-Man powers, thanks to the symbiote being able to mimic his powers, but worst of all he knew who Spider-Man was under the mask. Spider-Man first encountered Venom when he broke into his apartment and scared his girlfriend. After that, Venom was everywhere Spider-Man was in both his personal and professional life. He was eventually able to separate the symbiote from Eddie Brock and the symbiote was imprisoned in another glass tube and Eddie was sent to a maximum-security prison. Spider-Man thought everything would go back to normal, but the symbiote escaped again and freed Brock from prison. Becoming Venom once again, they set off to kill Spider-Man.

Spider-Man believed the only way to ever be truly free of Venom was if Venom believed he was dead. So he lured Venom to an uninhabited island and faked his death. Content that Spider-Man was dead, Venom decided to live on island. Spider-Man went back to his life, feeling that he would never have to see Venom again.

But as luck would have it, Venom was not out of Spider-Man's life. When the symbiote had broken Eddie out of prison, it had left behind a spawn. That spawn had attached itself to Cletus Kasady, who was Eddie's cellmate and had been put in prison for eleven consecutive life sentences. Together they became Carnage.

When Spider-Man first encountered Carnage he had barely escaped with his life. Knowing he would not be able to stop Carnage on his own, Spider-Man feared the only way he could defeat him was to get the help of Venom. Venturing back to the island with the help of the Human Torch, Spider-Man revealed himself to Venom and after a life and death fight was able to convince him that there was a greater threat in Carnage that Venom needed to face.

Back in New York, the two joined forces and was able to defeat Carnage. Knowing that Venom would never give up his quest to see Spider-Man killed, Spider-Man set a trap for Venom. Once sprung Venom was trapped in a case designed specifically for him and the symbiote.

Since that first encounter with Carnage, Venom had escaped, but created a truce with Spider-Man, after he saved his ex-wife and Carnage had escaped again and wreaked havoc on New York. When Carnage had been locked up the last time, Spider-Man had hoped it would be for good. However, it clearly was not.

"And that is how the creature known as Carnage came to be," Spider-Man summed up. He re-adjusted his arms over his chest mocking a questioning manner, "So know that I have told you my story, are you going to tell me yours?"

Samus thought about it for a moment. What was there to tell him? She was not used to divulging so much of herself like the man in front of her just did. She also did not know what she should say. Could her saying that she was from another dimension cause any harm? She didn't know what she could say, but she did know she had to say something. This man trusted her, though she did not know why, and she needed to put a little bit of trust in him. Perhaps someone he knew would be able to help her get back to her own universe.

"I am not from this universe," she began. "I am from a different universe where super powered individuals such as yourself do not exist. I also know there is an anomaly in you atmosphere that used to exist in mine, but I do not know why the element is no longer there.

My ship is currently in a state of disrepair. Also, I am not the only one who made the journey to this universe. A group of space pirates were also caught in the explosion that resulted in my universe jump and I am certain that they made the travel here with me. If that is the case I am sure they are on their way to conquer Earth right now."

"So more fun times seem to be on our way," Spider-Man replied. "Guess we better deal with this Carnage situation. I hope you don't mind me offering you to help, you seemed to hold your own pretty well with him back there."

"I will help you, if you can help me figure out how I might be able to get my ship back in working order and get me back to my universe."

"I'm sure we can figure something out." Spider-Man turned and walked to the edge of the building. Turning back to Samus he tossed her a small device in the shape of a spider. "Press this if you need to contact me, I will be able to find you." With that the man known as Spider-man shot a web line at a building corner across the street, jumped off the building, and swung away.

Watching him go, Samus decided now would be a good time to head back to her ship and check in with Adam. Maybe he had been able to figure out how to fix the ship.


	10. Chapter 9

_**Daily Bugle**_

Betty sat at her desk trying to get her bearings. Life at the Daily Bugle was always hectic, but today it seemed worse than normal. She had only reached the lobby of the Bugle when Robbie had called her back up to the bullpen. The fight between Carnage and the mysterious new superhero was over, he had told her, thanks to the timely intervention of Spider-Man.

That frustrated her more than anything. Not only did she not get the story, but also thanks to Peter's sudden disappearance, there would probably be no pictures of the fight either. She was sure she would hear about it from Jameson. He was not the easiest man to get along with.

She had spent the last hour, calling her sources and trying to figure out how to keep this story alive. So far, she had come up with nothing. That was when she looked up and saw Peter Parker come through the door. He looked over at her and smiled and she scowled back at him. He dropped his hand and began to make his way towards her. She could see the look on his face and it said, "I'm in trouble."

"Hey Betty –" Peter started to say.

"Don't 'Hi Betty' me, Mister. You left me high and dry when I needed you. What type of a friend are you Peter? You dart off without saying where you are going or what you are doing. I was depending on you. Now I'm sure I, no we, will both hear about this from JJ."

"Betty, I'm sorry, it's just, well, you see – "

"It's all my fault Betty," a voice behind Peter said. Peter turned around and Betty stepped to his side to see whom the voice belonged to.

Standing in front of Peter and Betty were two women. The first woman was just slightly taller than Betty and had the bodily figure of a supermodel with long, flowing red hair. The woman to her right was much older, with shorter grey hair and a look on her face that suggested she might just carry the weight of the world on her shoulders.

Even if Betty had not recognized the first woman from the soap opera General Hospital that she had starred in, she would have certainly recognized her as the better half of Peter Parker. The voice had belonged to Mary Jane Watson-Parker and standing beside her was Peter's aunt, May Parker.

"There was an emergency at the bank down the block," Mary Jane explained. "They needed signatures from both Peter and I or they wouldn't set up the extra account for his aunt." She sighed in exasperation. "That is why I called him. I needed him there as soon as possible. The bank employee was not going to let us continue and I wasn't going to make another trip to the bank. Not after having to go all the way done there in the first place. I'm sorry if it was an inconvenience for you."

_Well now I can't stay mad at Peter__,_ Betty thought. _He was only helping out his family._ She knew if Ned were still alive and she needed his help, he would have dropped whatever he was doing to be right there for her.

"Don't worry about it. It's all cool!"

Robbie Robertson took that moment to appear at Betty's side. "Hey Betty, I have another assignment for you. I want you do a man on the street piece about this new superhero that was just battling Carnage. I want you to get their opinions and get a feel for what the city thinks about having another superhero on the scene."

"Can do Robbie," Betty said as she grabbed her notepad and pencil and jetted for the elevators.

Robbie turned to Peter. "Did you get to Time Square and get any photographs of the battle, Peter?"

Peter looked at his wife and aunt, "Uh, no I didn't. Had a family emergency to take care of, but I can head down there right now and get some shots of the aftermath. They may come in handy at some point."

"Okay, do that." With that, Robbie turned around and headed back into his office.

With a sigh of relief, Peter turned to Mary Jane and May and began to guide them toward the elevators. Once they were outside the bullpen, he pulled both of them aside where no one could hear them talk.

"Oh Peter, I was so worried about you," his Aunt May said. Grabbing her nephew she gave him a squeeze that betrayed the fact she was stronger than she looked.

_She has to be strong,_ Peter thought.

It had only been a few months since his aunt had learned about his dual identity as Spider-Man. After one particularly nasty battle with a creature called Morlun, Peter, who was so exhausted from the battle, had passed out in his bedroom before completely removing or hiding his uniform. He was so lost in sleep that he did not notice his spider-sense go off when his aunt unexpectedly dropped by for a visit.

She had come by to check in on her nephew and what she saw must have disturbed her to the very core. In front of her had been Peter, bruised and broken, fast asleep in the tattered remains of his uniform.

After his aunt had come to terms with what she saw and the two of them had had "the conversation", she confessed to him that it had taken almost a full day for her to come to terms with what she had seen.

And come to terms with it she had. Before discovering Peter was Spider-Man she had always said she did not trust him. He purposefully hid his face behind a mask and she believed a person who hid their face could not be trusted. After learning the truth, she became an avid Spider-Man fan, even walking into the Daily Bugle and demanding that J. Jonah Jameson write nicer articles about Spider-Man or she would cancel her subscription to the paper.

Peter returned the hug his aunt gave him and then reached over and kissed his beautiful wife. "Boy do I have a story to tell the two of you."

He told them of how he came upon the scene of Time Square and the fight between Carnage and the person whose name he later discovered was Samus and how Samus was from another universe. Both Mary Jane and his aunt had looks of shock on their face. After Peter finished his story, neither of them knew what to say.

"I think you need to find this person again," Mary Jane finally said. "She seems to be able to give Carnage a run for his money, and after the last time he escaped and wreaked havoc on New York you need to get him locked up as soon as possible."

"I gave Samus a spider tracer, so hopefully I'll hear back soon."

Realizing he had completely forgotten about his wife's potentially new modeling job he asked, "Did you get the new job?"

"Yep!" Mary Jane beamed. "You are looking at the newest model for Global Fashions!" She twirled in place.

"That's great!" Peter exclaimed.

"Ran into your aunt afterwards. Went to get coffee and that's when we heard about Carnage." She turned to look at May and then snapped her finger as though she just remembered something. "I almost forgot, I'm going to May's tomorrow to help her sort through some stuff she is going to send to charity."

Peter looked at his aunt and winked, "Hope you're not getting rid of my stuff."

May laughed, "Perhaps if I went through your old room I'd be able to figure out where you always hid your other suit."

Peter gave his aunt another hug, "That will always be my little secret." Turning back to his wife he said, "I'd better go meet up with Betty. I'm sure she is fromping at the bit."

"Okay, Sweetie." Mary Jane leaned in and gave him a kiss. "I'm going to take your aunt home. Be safe and get Carnage dealt with soon." She turned around and hit the button to the elevator. As if she had another thought, she turned back toward Peter, "And don't stay out to late tonight. The bed gets really lonely when you aren't there." The elevator chimed and the door opened. Mary Jane and Aunt May stepped into the elevator and turned around. Winking at Peter she said, "Love ya, Tiger!"

_Boy__, _thought Peter as the elevator doors closed in front of him. _I really am the luckiest guy in the world._

_**Outskirts of New York City**_

It took Samus almost an hour to reach her ship after she watched Spider-Man swing off. She had thought for a moment about following him and trying to learn more about him, but something stopped her. Something she could not quite put her finger on. If she had to guess it was the way he seemed to be able to dodge incoming attacks. During the fight with Carnage she noticed that he seemed to be able to know when and where Carnage would attack. _Naw_, she thought, _that is just crazy thinking__._ She must have mistaken how fast he could move with his ability to dodge the attacks.

She took her time getting back to her ship. She knew she had acquired the attention of the media and she did not want to lead them back to her ship. Thankfully, no one had seen her outside of her suit, so she was able to walk amongst the people of New York without being recognized.

Finally reaching her ship, she unlocked the hatch and headed for her chair. Activating the console she was greeted by Adam's voice, "Welcome back, My Lady!"

"Any news on the repair of the ship?"

"Nothing new. The ship is still trying to assess the damage." Even though a computer voice could not sound aggravated, Adam made his seem so. "Did you learn anything about this universe?"

"Perhaps," Samus said. "I think this element that's not in our universe has something to do with the super-powered individuals such as Spider-Man." Sitting down she continued, "I think at one point we may have had individuals like the super powered ones in this universe."

"If that's the case," Adam interjected, "why would HQ cover up something like this? I can't fathom why they would feel the need to hide this information from the public."

"That will be a question for HQ when we return."

"Did you tell him about the potential pirate attack?" Adam asked.

"Yeah," Samus gave a look of concern.

Noting the look, Adam asked, "Is there a problem, My Lady?"

"He didn't seem that worried about the pirate invasion. Almost like, he had faced these types of threats before."

"Well the only way we will know is if we ask him."

"True, but it is getting late and I need some rest. I will contact him first thing in the morning." As a side thought Samus told Adam, "Tune the receiver so we can potentially pick up calls about Carnage. If he does show again, Spider-Man won't be far behind." Samus then rose from her chair and headed for her small bunk. She had not really slept in over twenty-four hours. Lying down on her bunk she was overcome by exhaustion. By the time her head hit the pillow she was fast asleep.

_**Time Square**_

Peter got out of Betty's car and surveyed the damage left at Time Square. It was hard to believe he had only been here an hour ago.

Betty walked around the car. "I'm going to go interview the officers and bystanders. I want you to take pictures of the aftermath."

"Okay," Peter said. He walked around the scene for twenty minutes snapping pictures of the devastation. While taking pictures he noticed a manhole with deep gouges in the cement next to it. He made a mental note to come back and check the sewer entrance when he parted ways with Betty.

When Betty came back up to him she said, "I'm done and am going to head back to the Bugle to put my story together. Want a ride?"

"No, I'm going to head home and develop these pictures. I'll have them to you tomorrow," Peter said.

"Okay, see you tomorrow," Betty said and headed for her car.

Peter took a few more pictures to make sure Betty was gone than snuck into a nearby alley and changed into his uniform. The police were so distracted by the bystanders that they did not notice Spider-Man sneak out of the alley, remove the manhole cover, and slip into the sewer.

Once in the sewer, Spider-Man noticed there had been a huge fight, but Carnage was no longer there.

_Who were you fighting with Carnage?_ Spider-Man thought.

He looked around for a few minutes trying to find some more clues, but left the sewer empty handed. He snuck back into the alley, scaled the wall, and shot out a web line. He would find Carnage if it was the last thing he did.


	11. Chapter 10

_**Brooklyn**_

Venom hauled himself through the broken window of an abandoned building. Crawling to the corner of the room, Eddie's other peeled back to reveal his face. Taking a few deep breaths and several groans of agony, Eddie managed to get himself in a position where he could sit with his back in the corner. No one would be able to surprise him here.

_How did that happen? We are better than that upstart. He should not have been able to do that to us._

Eddie grunted in agreement. He was out of shape. The months spent in San Francisco battling the city's trash was nothing compared to what he used to face when he was a resident of New York. He was out of practice when it came to fighting super-powered individuals.

Standing up, Eddie said, "I need something to eat." In response, his other transformed into street clothes. Eddie was now wearing dark colored Levis, a black muscle t-shirt, and black running shoes. "We are more than meets the eye," he commented laughing, which quickly spiraled into out-of-control hacking.

_We are what?_

"Never mind, it is a reference to a set of toys I used to play with when I was a child."

Making his way out the building was fairly easy. As far as abandoned buildings went this one was in pretty good shape. There were some busted windows and the carpets were torn up, but on the plus side there was a really big couch that looked big enough for Eddie to crash on. And with his symbiote looking over him he would be able to rest peacefully without having to worry about any thugs jumping him during the middle of the night.

Five blocks from the building Eddie found a rundown diner that was still open. A sign on the window next to the door claimed he would have his food five minutes after he ordered. He sat down at a table in the corner and began to peruse the menu.

A skinny blonde woman, probably in her mid-thirties, brought him a glass of water. Pulling out a notepad from her apron pocket, she asked, "Have you decided what you would like to eat, Dear?"

_Spleens!_

Eddie rolled his eyes, an action the waitress probably thought was directed at her based on the expression she gave him. "Yes, I will have the cheeseburger with fries and a coke."

"Okay, your order will be right up." Eddie noticed the absence of the "Dear" at the end.

In the corner opposite of him a television was turned to a news channel. The news station was still replaying events from earlier that day of Spider-Man and the mysterious new superhero battling Carnage. It was also reported that in the aftermath during the cleanup, the body of a woman had been found in an alley near the scene of the incident. It was speculated that this woman had been killed by Carnage prior to the events involving Spider-Man.

_Another innocent taken. That vile creature must pay._

"Yes," Eddie agreed, trying to keep the comment to himself. Last thing he needed was for the waitress to think he was crazy and call the cops.

True to the promise of the sign, five minutes after ordering, a cheeseburger and fries were set down in front of him. The waitress firmly planted his coke next to his food. "There you go, _Dear_. I added a little something special for you."

The way she accented "Dear" made Eddie believe that she had probably spit in his food before giving it to him. If he hadn't been so hungry, he would have probably gotten up and left. As it was he let the comment go and began to eat. The waitress left the side of the table with a huff.

Eddie ate in silence for several minutes watching the images on the television play over and over again. He knew he would need help if he were going to stop Carnage. There was no way around that. The last time Carnage had escaped he had teamed up with several other villains, his "family" as he referred to them. They had wreaked havoc over half the city before Spider-Man, Venom, and an assortment of other heroes had been able to stop him.

Finishing his food, he pulled some money out of his pocket and placed it on the table. Quietly he slipped out of the diner and headed back toward the abandoned building. The couch that was there sounded really good at the moment.

As he slipped into the building he decided that after a good night sleep he would figure out how to contact Spider-Man. Perhaps he would visit his aunt and find out how to reach him. Lying down on the couch the last thought he had before he fell asleep was that thought of ripping Kasady's brain out of his head.

_**New York City Sewers**_

Carnage stomped through the sewers. He was angry. No, he was more than angry. He was frustrated too. _We had him, how did he get away?_Carnage's other sounded like a parent belittling a child.

"I don't know," Carnage said out loud, "he tricked us."

_The last time we fought him we took him down with no problem._

"That was because we had help."

Farther down the sewer a shimmering light appeared. As Carnage walked closer the light got bigger. When he was twenty feet from the light he saw it was an opening. He had reached the end of the sewage line. It was dark out, but in a city like New York it was never truly dark.

Sticking his head out of the drainpipe, Carnage spotted a familiar structure in the distance, lit up like a Christmas tree.

"I have a plan." Carnage leaped out of the pipe and began to make his way towards the structure.

_I agree. It will be a great plan!_

Carnage began swimming towards the structure laughing at the irony. It had been less than a day since he had been there. Less than a day before he had been trapped inside its walls and he was headed back there. He was headed to the Raft and while he hated going back there he knew that if he did not he would never get the help he needed.

_Are we breaking out the old friends?_

"Yes, we are going to put the family back together!"

_**Edge of Earth's Solar System**_

At the edge of the solar system the space pirate frigates appeared out of hyperspace.

We are passing by the planet the Earthlings call Neptune, one pirate at a navigation station stated. At current speeds it will take us less than twenty-four hours to reach Earth.

Ridley took in this information as he stalked back and forth across the command deck, sweeping his tail in agitation. He wanted to begin the invasion of Earth now, but the tactical part of his brain warned him to hold back. The Earth in the universe was a mystery. Ridley did not believe for a moment that they would be a threat, but he did not want any surprises.

He stopped behind the pirate operating the sensor station, Do a long range sweep, check to make sure there will be no surprises when we begin the invasion.

The pirate jumped, clearly taken by surprise that his commander was right behind him. Yes sir, it will only take a few moments.

While he waited, Ridley began forming a plan for his invasion of Earth. There would be no contact with the Earthlings, no chance for them to surrender. The Pirates had made that mistake when they invaded the Earth in their universe.

That had been a momentous occasion. The Pirate's leader at the time, Ridley had forgotten his name as it was of no importance for he went down in shame for not finishing off the petulant humans at that time, had decided to contact the humans first, get them to surrender. He believed they would do this and submit to the natural order of the universe; the natural order being subservient to the Pirate race.

When the humans did not surrender right away, the pirate leader believed a show of force would make them relinquish their free will. They choose an urban area that was full of many tall buildings and several million humans. They sent troops to blast the area to nothingness and kill all the humans. They thought this would weaken the human's resolve and make them want to surrender.

The humans had not responded the way the pirates believed they would. They fought back and fought back hard. Within days they had decimated the pirate fleet. After that battle the pirates limped away, they had never regained the strength they once had. They became what they were called. Pirates.

The humans would not know what hit them. He would attack them hard and fast. He would not give them the opportunity to resist. Sure many humans would be killed in the assault, but that was not going to be a problem. Any female humans they captured would be used to birth more. In time the slave pool would grow and under the guidance of the Space Pirates, the humans would become excellent cattle!

Sir! The Space Pirate who had been running the sensor sweep invaded Ridley's glorious thoughts. Ridley looked over and saw the pirate waving him over urgently.

Control yourself, Ridley yelled at the pirate as he walked over to the station. What do you have to report?

A familiar energy signal radiates from a specific spot on the surface of the planet.

Familiar, how? asked Ridley.

Bringing up another screen beside the one he already had up, the pirate pointed to a second energy signature that matched the one on the surface of the planet. The Hunter, Sir. The ship is on that planet.

Impossible, Ridley snarled.

Not entirely true, Sir the pirate said. It is possible that the Hunter was caught in the blast just like us. We survived, why not the Hunter?

Bah. It is of no importance.

Sir? the pirate turned and asked, but Ridley had already stalked away. Ridley had already decided this would not matter. The Hunter was one person. The Hunter could not stand against an entire army. And, he believed, the humans would not stand beside a person they knew nothing about. The Hunter was irrelevant and would die along with the rest of the humans.

Pirates! Ridley bellowed, beckoning them all to look at him. Soon we will take the Earth. Soon we will regain the honor that was lost to us so long ago. And if the Hunter dies in the process, so be it!

A surge of energy swept through the pirate ranks as they all cheered for the battle that was about to come. Ridley turned to the view port and starred out into the distance. Soon he would do battle. And it would be glorious!

146


	12. Chapter 11

_**The Raft**_

Nicholas Green was having a bad night. His bad night was due to having to pick up a mess and he hated picking up messes. At his apartment, clothes were strewn in odd places, dishes were left unwashed in the sink, two or three pizza boxes could usually be found on the coffee table in front of the television, his bed was most certainly never made, and he only did laundry when the clothes he needed to wear were clearly too dirty to be worn out in public. His friends would say he was a slob, lazy, and messy. He would agree with them, but that was who he was and he didn't plan on changing that.

Nicholas at home was in sharp contrast with Nicholas at work. At work he was organized and his station did not have a single dust particle out of place. This of course was required. He would not be this way unless he had to. You couldn't work on the SHIELD Hellicarrier and be a slob. Director Fury would not be having that.

But just because he was neat and tidy at work didn't mean that Nicholas liked being that way and he certainly didn't like picking up messes, especially messes that were not his own. That was why he was having a bad night, because he was on the Raft, picking up the mess that Carnage had left behind almost twenty-fours hours earlier. Picking up a mess that was not his.

Nicholas stopped shoving rubble. His assignment was to move the rubble, which was spread out over several floors and a huge area of the upper deck of the prison into more controlled piles. Those piles would later be scooped up by fliers and deposited several miles off the shore in the Atlantic Ocean. Taking a moment to catch his breath, Nicholas turned to the New York skyline contemplating the mess around him.

Carnage had left a huge mess. The prison was littered with rubble from the holes he had made in the walls as he was escaping. Clearly he enjoyed his escape because the damage to the prison was substantial and the path the psychotic serial killer took to leave the complex was not the most straight forward path he could have taken. He had looped back and forth taking his time until he finally reached the surface.

Then there were the bodies. Oh there were a lot of bodies. At last count there were twenty-five bodies. Twenty-five of Nicholas's colleagues who had been slaughtered like pigs, all for the enjoyment of a sick, deranged man.

Sighing, Nicholas turned back to the rubble he had been pushing into a pile. He only had a couple more hours before his shift was over. Then someone else could take over this inane job and Nicholas could go back to his dirty, sloppy apartment.

Bending over in preparation to move the rubble into another pile, Nicholas was glad things couldn't get any worse. That was when he heard the blood-curdling scream.

It only took Carnage fifteen minutes to make it from the drainpipe on the shore of New York City to the Raft and during that time he had begun to formulate his plan. He needed to get his family back together again. Only then would he be able to deal out the amount of fear, death, and carnage that the city of New York deserved.

His plan was to climb up the side of the Raft and storm the front entrance of the prison. There would be no sneaking in or around the SHIELD agents that were most certainly overseeing the clean up process.

Carnage snickered as he thought about all those bodies he had left behind. He relished at the thought of all the current agents having to go through the prison and see what he had done to their comrades. He was certain that they had no idea he was coming back or that he would be doing to them what he had done to their friends.

Once he made his way into the Raft he would breakout the rest of his family, Shriek. Unfortunately he had no idea what had happened to Demogoblin. All he knew was that the vile goblin was not being housed at the Raft and while he had thought he had slain the ungrateful Doppelgänger during their previous family outing for being such an insolent brat, he later learned he had somehow survived and been put away in the Raft.

He also needed to make sure that he only broke out Shriek and Doppelgänger. While he loved the idea of all the destruction that would happen if he released all the prisoners, he also wanted to save all that destruction and carnage for him and his family.

Sneaking over the side of the prison Carnage saw several uniformed men and women working hard at cleaning up the mess. There had to be at least fifteen people on the deck alone.

_Slaughter, mayhem, murder! We are so ready for this!_ Carnage's other exclaimed.

"Yes!" Carnage whispered. Transforming his right arm into an axe and his left arm into a spear, Carnage decided to charge straight into the group of agents. "This will be so fun, and much more of a challenge!"

Carnage sprinted forward and attacked the agents closest to him. Carnage shoved the spear through the chest of the first agent he attacked, piercing his heart. The man went down instantly. The second agent, a woman, turned just in time to see an axe-like object, the axe that had been attached to Carnage just moments ago, spin in her direction and implant itself in her chest. She let out a blood-curdling scream and fell to the ground.

That scream arose the attention of the other agents and all turned towards the direction of the scream. Shock and horror registered on their faces when they discovered that Carnage had returned and he had already murdered two of their fellow agents.

Carnage turned towards them, brandishing a new axe on his right arm. "Hello my little cows and pigs" Carnage giggled. "How's 'bout you all just step up in line for your slaughtering?" In response to his question, the remaining agents drew their side arms.

"No?" Carnage asked. "That's fine by me. It just means I get to have a ton more fun!"

With that, Carnage charged the group.

Nicholas was completely shocked. How did Carnage get back aboard the Raft? Why did he come back? Was this some sort of sick game to him? _Well of course this is a sick game to him_, Nicholas thought. _He's a psychotic serial killer. _

He watched as one by one his fellow agents began to fall. None of them had expected this. They didn't take the possibility that Carnage would return to the Raft seriously; therefore, they had not brought sonic guns or flamethrowers.

To his right Nicholas heard an agent calling for help on the radio. "Carnage is hear, I repeat Carnage has engaged SHIELD agents on the Raft, request immediate backup." The agent was so focused on calling for back up, Nicholas noticed, that he did not see Carnage approaching him.

"Phil!" Nicholas managed to scream out, before Carnage's spear arm impaled the agent. Nicholas bit back a scream. Phil may not have been his friend, but he did not deserve to die this way. None of them did.

Carnage turned toward Nicholas. A smile spread across his wicked face and he asked, "Have you ever played dodge ball?"

Nicholas did not know what to say. He just stood there in shock.

"Let's see how well you remember the game!" Carnage exclaimed. With that he picked up a piece of rubble and threw it at Nicholas.

It turned out, Carnage discovered, that the agent must not have been that good at dodge ball. After only a couple minutes of playing the game, Carnage had managed to hit the man with a decent sized boulder and the man had toppled to the ground.

Once he had dispatched the remaining agents on the deck of the Raft he had moved on to the interior of the complex. It was there that Carnage learned he had dealt with the majority of the forces. There were only a few guards he had to deal with along the way to the control room, which, thankfully, a path was clearly marked to.

Upon entering the control room, and after dispatching the two guards who were in the room, Carnage was quite impressed by the set up they had. There were several television monitors set up for viewing the criminals in their cells. Carnage smirked as a monitor changed to a camera view of his old cell and the damage he had caused when he escaped. Viewing more of the images, it was clear the agents he had just murdered had already moved the bodies he had left when he first escaped. A pity for sure as Carnage would have loved to go back and view his work.

A monitor to Carnage's right changed the image and caught his attention. The image showed a striking woman pacing back and forth in her cell, clearly agitated. That woman was Shriek and Carnage needed to get her out.

A quick tap of the keyboard brought up a list of the prisoners and with a quick search Carnage found Shriek's name. Selecting her name opened up a list of commands one of which read as "Disable cell security".

_This is too easy!_ Carnage thought as he selected the command. Looking up at the television monitor he watched at the security settings around Shriek's cell disabled and the joyous expression that overcame Shriek's face as she stepped over the threshold.

Shriek could hear a commotion going on outside her cell, but she had no idea what was going on. She wondered if another prisoner had escaped. She had heard rumors that Carnage had escaped earlier, but that selfish prick hadn't decided to come release her as well and for that she was very upset with him. She had thought that Carnage had loved her and that he would have come for her, but that clearly was not the case.

She got up and began pacing around her cell. She never seemed to be able to get the love she knew she deserved. If it wasn't Carnage it was her mother. Oh her mother! Shriek hated her mother. Her current situation, Shriek had decided years ago, was all due to her mother, her drunk, mean, abusive mother.

Her mother was very abusive to her as a child, back when she went by the name Frances Louise Barrison. Not only was she physically abusive, but verbally abusive as well, constantly calling Frances fat because at the time she was slightly overweight.

The years of abuse led Frances to drugs. The only thing she could find to help her cope with her mother. After years of doing drugs, she promoted herself to drug dealer and changed her name. She was now Sandra Deel.

As Sandra she did very well for herself, earning enough money to live a comfortable life. But it was not meant to last. The drug life led Sandra to be involved in very dangerous situations. The most dangerous one almost ended her life. One evening Sandra was busted for selling drugs. She tried to run, but the officer drew his weapon and shot at her. Whether the officer meant to or not, he shot her in the head.

Two nearby superheroes, Cloak and Dagger, tried to save her life by pulling her into the dark dimension that was Cloak's cloak. The experience did more than just save her life, it gave her superhuman abilities, specifically the abilities to manipulate sound and through the use of hypersonics she could also induce intense emotions including fear, hate and despair. That was when she adopted her third identity. She was now known as Shriek.

She hated the freak that she had become and blamed Cloak and Dagger. After attempting to kill them, she was captured and institutionalized at Ravencroft, a ward for the mentally unstable. It was there that she had met Carnage who released her and together him and her, along with their children went on a killing spree throughout New York City that resulted in the deaths of thousands of people. She loved it! And as it turned out, she loved Carnage as well. Clearly however, he did not feel the same way, as he did not break her out of the Raft the night before when he escaped.

So distracted by her thoughts, it took Shriek by surprise when the barrier to her cell was released. A huge smile crossed her face as she stepped over the threshold of her cell. Whoever had done this was most certainly her guardian angel.

Stepping out of her cell she noticed that there were no guards around. This was curious, but mostly a joyous event, as Shriek would now be able to escape more easily. She walked down the hall and came around a corner, face to face with a guard.

The guard raised his weapon and Shriek opened her mouth to let out a devastating scream, when the guard made a sound like he had just been impaled. Surprised, Shriek took a closer look at him and realized a red hand had impaled him. The hand came from inside his chest and was clutching the guards still beating heart.

She peered around the guard and squealed in joy at the sight of Carnage. "Oh love, it is so good to see you again!"

"Yes my darling, it is," Carnage replied as he withdrew his hand from the guard's chest. Still clutching the heart, he held his hand up towards Shriek and asked, "What do you think of the surprise gift I got for you?"

"I love it! Can you get me more?"

Squeezing the heart into mush, Carnage dropped it on top of the lifeless guard and held out his hand for Shriek to take. "I will get you as many hearts as you desire," he said as, hand in hand, they began their descent to the lower levels of the Raft.

A few minutes later they arrived at the cell that housed Doppelgänger. The creature was currently skittering around his cell in agitation. Climbing up and down the walls and along the ceiling. When he saw Carnage and Shriek standing outside his cell he crawled off the ceiling and stood in front of them.

His compound eyes focused on Carnage and a growl escaped his lips. He clearly had not forgotten what Carnage had done. Shifting his eyes to Shriek he hunkered down in a bowing movement and made a mewing sound.

_Stupid, simple monster_, Carnage thought.

While Carnage and Shriek did not know where Doppelgänger came from they knew he loved slaughtering anyone and everyone. The two murderous lovebirds had first encountered him when Carnage had mistaken him for Spider-Man.

While from far away he did resemble the insect, up close he was anything but. Standing as tall as the bug, the creature's skin was designed just like the suit Spider-Man wore. Instead of having two arms he had six each ending in razor sharp claws.

"Oh my darling boy!" Shriek squealed in joy. "I sure have missed you!"

Doppelgänger smiled revealing dozens of sharp teeth.

Stepping to the side of the cell, Carnage formed a huge sledgehammer out of his right arm and began smashing the wall. Within seconds he had created a hole large enough for Doppelgänger to crawl through.

The creature crawled up beside Shriek and began rubbing its head against her thigh. She lovingly stroked his head.

"Now that the family back together let's go party!" Carnage said. Turning back the way they came he began to head for the exit, Shriek and Doppelgänger following behind him.

"Time to get our murder on son!" Shriek said to Doppelgänger as they began to ascend the stairs to the deck of the Raft. Doppelgänger mewed in agreement.


	13. Chapter 12

_**Outskirts of New York City**_

Samus had not been able to sleep very long. She had several nightmares about the Space Pirates attacking Earth and enslaving it long before they could even defend themselves. What was worse, she also dreamt that Ridley and Carnage began ruling the Space Pirates together and they had gone on a galaxy wide blood spree that could not be stopped.

She had woken from her nightmares in a cold sweat only a couple hours after falling asleep. Not being able to make herself go back to sleep, Samus decided that she needed to do something constructive. Maybe she could find a way to get some of the ship's systems back to operational order?

All of this had landed Samus where she currently was. Underneath her ship, trying to figure out how to get it operational. She would have done anything, including slumming through some backwater hellhole if it meant not having to relive those nightmares again.

There had been plenty of times in her life where she had been stranded on an alien planet with a broken down ship. If she hadn't learned how to fix a ship, she would have died long ago. Samus grabbed a couple of loose wires and sparked them together to see if they were live.

"Hey!" Adam shouted over the intercom. "Watch what you're doing. That tickles."

"Oh quit whining you big baby," Samus replied. "I think you need to grow up."

"You know, as a computer program I am not able to 'grow up' as you so eloquently put it. Just so you –"

For good measure Samus sparked the loose wires again and was pleased by the annoyed sigh she heard over the intercom. Using her array of tools that had been in the ship, she managed to splice the wires together and was rewarded with a series of beeps from the control pad on her left arm.

"My arm band says that the majority of our systems are back in the green. Can you confirm that Adam."

"Yes My Lady, most of the systems are now back in the green," Adam responded with a bit of annoyance in his voice. "However the ship will not be flying into space anytime soon. You are going to have to let the ship's auto repair functions handle that."

Samus smirked. She was glad she had been able to get one up on Adam. She was also glad she had been able to get some of the systems working. At least now the ship would not be undefended.

"How long do you believe it will take for the repairs to be complete?" She asked Adam.

"Computer estimates approximately two days," Adam replied.

Packing up the tools, she walked up the ramp and back into the ship. She was contemplating lying down and resting her eyes when an alarm went off. Immediately her body went into combat, taking her seat at the front of the ship and responding to the action that had set off the alarm. Her big fear was that someone had found the ship and was trying to gain access. Quickly she determined that was not the issue. The ship had picked up chatter on the channel Adam had tuned for information about Carnage.

"There was just a sighting of Carnage, My Lady," Adam confirmed.

"Play the message back."

Adam was silent for a second and then the recording began to play over the speakers in the ship. "Carnage is hear, I repeat Carnage has engaged SHIELD agents on the Raft, request immediate backup."

"Can you tap into the cameras on the Raft?" Samus asked Adam.

"Yes My Lady. Give me one second."

Images appeared on Samus's monitor of what could only be the Raft. She could see Carnage slaughtering the agents with obvious joy, a big smile on his face.

Samus quickly began pushing buttons on her console. "Adam begin take off preparations. We need to get over there and help those people!"

"Understood, My Lady. Give me one moment and the ship shall be in the air." The ship shuttered and lifted up off the ground. A clear sign the ship was far from being fully repaired. "I have pinpointed the location of the Raft, we will be there shortly."

Samus stood and activated her suit making sure she also activated her Varia Suit. Once her suit had fully encompassed her body she sat back down and prepared for the upcoming battle as the ship sped towards the Raft.

_**Peter and Mary Jane Watson-Parker's Apartment**_

"So who do you think this Samus person is?" Mary Jane asked her doting husband. They were currently lying on the couch, cuddling. Peter had just returned from the kitchen with a glass of wine. The television was on in the background playing news coverage from the events during the day as they continued their conversation.

"I've no idea," Peter said. He had been going over the day's events in his head since the incident earlier that day and he couldn't figure it out. He had also been distracted too.

After Peter had finished checking the sewers he had spent the next couple hours swinging around the city trying to find any lead he could on Carnage. Unfortunately he had gone to ground, as there was no sign of him.

After a fruitless search, Spider-Man had returned to Time Square, collected his clothes, and headed back to his apartment. Mary Jane was not home yet, so Peter went to his dark room to develop the pictures he had taken with Betty. When he was done he left the room to find his wife in the kitchen cooking dinner. After eating they had retired to the couch where the conversation about Samus had started.

Peter got up off the couch to go grab a snack. Looking back at Mary Jane he asked, "Where are you shooting for your modeling job tomorrow? I forgot to ask you at the Bugle today."

"Down at Battery Park," she replied. I hear it is going to be great day for the shoot!"

"That sounds perfect," Peter said. As he was walking back from the kitchen he heard a crackle from the police band which got his attention. Walking over to the radio he adjusted the tuning knob until he could clearly hear what was being said. "…Carnage has engaged SHIELD agents on the Raft, request immediate backup."

Peter stood up straight and Mary Jane sat up on the couch. "You better head that way, Tiger," she said. "This may be your opportunity to catch him." She walked over to her husband and gave him a kiss on cheek. "For good luck!"

"You're the best!" Peter said, kissing her back. Pulling away from her he said, "Don't wait up."

"You know I always do."

Peter sprinted into the bedroom where his uniform was still laying on the bed. Quickly putting it on, he slid the mask over his face and opened the window. Thanks to Mary Jane's recent success as a model, they had been able to afford an apartment in a high rise. It made it easier for Spider-Man to get in and out unnoticed, but he still had to stop and make sure nobody was looking his way.

With a clear sign from his spider-sense that the coast was clear, Spider-Man took a leap out the window and dived toward the street below. At the last moment, he shot out a web line at the closest building and pulled himself up in an arc that shot him several stories into the air. Getting his bearings, he shot another web line out and angled himself to head toward the Raft.

It took him only a few minutes to reach the shore that the Raft was positioned off of. _Now_, Spider-Man thought, _for the next dilemma__._ There was no easy way to get to the Raft. That was the point of it being out at sea. If it wasn't easy to get to, then it wouldn't be easy to escape from. If only that was the case.

Before Spider-Man could come up with a plan to get over to the Raft he heard a strange sound that he could only describe as jet engines on steroids. Looking up he saw a futuristic ship flying over New York headed straight toward the Raft. The ship was purple with a sleek, narrow middle section. It's wings were very small and bent at a ninety degree angle to the main body. They looked like they could be used as landing struts. _That must be Samus. I'll hitch a ride with that ship. _

Timing the shot just right, Spider-Man hitched a web line to the bottom of Samus's ship and was jolted off the ground, thankful for his superhuman strength, which kept his shoulders in their sockets.

_**Samus's Ship**_

"My Lady, someone has hitched a ride to the ship."

"Show me on the monitor," Samus said. Adam changed the view screen to a camera attached to the outside of the ship. Angling the camera Samus saw a white strand attached to the ship and at the end of the strand she saw Spider-Man being buffeted around in the wind as the ship sped toward the Raft. _That man is crazy_, she thought then let out a laugh.

"My Lady?" Adam asked.

"It's just Spider-Man," she replied.

_**The Raft**_

Having made their ascent back up to the deck of the Raft, and killing several guards they met along the way, Carnage, Shriek and Doppelgänger stepped out into the cool night air. Shriek inhaled the salty smell of the ocean. "Freedom!" She exclaimed.

"Only the best for you, my dear!" Carnage said.

Whatever Shriek was going to say was drowned out by an out-of-this-world sound. They both looked up to see a strange aircraft flying over the perimeter of the prison and attached to the bottom of the craft was Spider-Man.

Both Carnage and Shriek bristled at the sight of the wallcrawler and Doppelgänger let out a veracious roar. "We don't have time for this," Carnage yelled toward Shriek so he could be heard over the roar of the ship. "We have much more murder and mayhem to cause." The three advanced towards Spider-Man who had just set his feet on the deck of the Raft.

Carnage shot several deadly little spears towards Spider-Man, but the insect was able to jump out of the way. Instead, the spears bounced harmlessly off the side of the ship.

"Carnage," Spider-Man yelled, "give up. You won't last long. Especially against the two of us." As if on cue, the figure from earlier that morning shot out of the top of the ship, did a double flip, and landed beside him.

"Shriek!" Spider-Man yelled. "What are you doing with this maniac again?"

"Didn't you hear, insect?" Shriek cooed. "My lover and I are going to go out on a romantic killing spree!"

"And you won't stop of this time," Carnage said. "Doppelgänger son, attack the bug."

Doppelgänger charged at Spider-Man. Spider-Man shot out a web line towards Doppelgänger to try and slow him down, but he dodged it and jumped, slamming into Spider-Man's chest and knocking them both backwards.

Samus brought up her arm cannon and took several pot shots at Carnage and the woman Spider-Man referred to as Shriek. Both jumped out of the way and Carnage shot several tiny, sharp objects in Samus's direction. She dived to avoid them, but some of the knives managed to hit Samus in the chest and she watched as half of one of her reserve energy tanks was depleted. Carnage sure packed a wallop.

"I almost had you last time, this time I'll be sure to kill you!" Carnage said. "Shriek darling can you give this fledging hero a dose of your medicine?"

Shriek opened her mouth and let out a scream that was so ear piercing, Samus couldn't help but put her hands to the side of her helmet to try and block the sound. It didn't help and as Samus turned to her left she saw Spider-Man was not unaffected by Shriek. He was laying on his side, hands pressed against his head. Samus also noticed that the creature was also affected by Shriek's sonic blast as well.

These people are deranged, Samus thought. They will even hurt those they call friends.

Palming a button inside her cannon, she switched to her wave beam and let off several shots in the general direction of Shriek. The wave beam consisted of several wavy energy lines that covered a broad area. Samus hoped they would stand a better chance of tagging Shriek then her power beam. Her gamble worked and Shriek's hypersonic shout subsided.

Samus recovered and quickly stood. She turned to see how Spider-Man was doing and had to quickly duck as Doppelgänger came flying in her direction. He went sailing over her head and landed at the feet of Shriek.

Spider-Man came up beside Samus and looked at her. "Sorry," he apologized. "Didn't mean to almost take you down. I'm still a bit disoriented from Shriek's scream."

"I'll kill both of you," Carnage yelled.

Turning to Carnage Spider-Man replied, "Think again Kasady. You're going back to prison forever," shooting a web line out, he snagged a small boulder and swung it over his head. He released it sending the boulder straight at Carnage. The boulder hit Carnage in the chest and sent him flying backwards.

Spider-Man took the fight to Carnage. Jumping up, he shot out two web lines that anchored near Carnage and pulled himself towards the psychopath. As Carnage rose Spider-Man's feet connected with him and they both tumbled to the ground punching and kicking each other.

Samus looked over at Shriek. Her wave beam must have done its job because she was laid out on the ground clearly nursing a sore leg. Doppelgänger was position over her in a protective manner.

As Samus made her way towards the two, Doppelgänger let out a growl. Samus switched her arm cannon back to her power beam and charged up a shot. Taking careful aim she fired a shot, but Doppelgänger jumped over it and aimed himself towards her.

Landing on her chest and knocking her down his top two arms began slashing at her chest while the other four arms held her arms in place. The monster was heavier than he looked because he had managed to pin her to the ground. Struggling back and forth she tried to release herself, but she could not break free. The monster continued to slash at her as she helplessly watched her energy tanks quickly disappear.

She had to do something fast.

Then an idea came to her. Her hand was near the hidden button she could use to morph into her morph ball if she couldn't use the hand gesture associated with her visor. Pressing the button she quickly transformed.

Doppelgänger was confused for a moment, but quickly grabbed the ball and continued slashing. Samus set off a bomb; a detonation that was significantly less than that of her power bomb. The bomb went off in the monster's face and sent him flying backwards.

The bomb propelled Samus away from Doppelgänger and she landed several feet away. Rolling she came up out of her morph ball. She turned around and had to duck again as Spider-Man came flying in her direction. He tumbled, rolled, and came up in a defensive position.

Samus looked over at the murderous trio and saw Carnage kneel down near Shriek. Pointing towards the edge of the prison where the water was splashing up against the side she heard him say, "Shriek darling, go and create a huge distraction. I'll deal with these infernal pests." Shriek took off towards the end of the prison and dove into the water.

A tremor shook the deck of the Raft enough to send everyone to their knees. Moments later Shriek pulled herself up over the side of the Raft and sprinted towards Carnage's side.

Spider-Man took a step towards the three, but Shriek held up her hand in a motion to stop. "I wouldn't fight us webhead. If you do that tons of people will die and it will be all your fault. I sent a little sonic boom towards the wall of the prison underneath the waterline. As we speak, the pressure of the water is pushing on the wall and soon it will break up, drowning all the people below." A wicked smile crossed her face. "Here is your choice: fight us and let those below die or let us escape so you can save the not so innocent lives below deck."

Shriek dropped her hand and her, Doppelgänger, and Carnage made their way towards the opposite side from which she crawled up, knowing what choice Spider-Man would choose.

When they reached the edge, all three laughed, and jumped over.

As soon as Carnage and Shriek jumped over the side Spider-Man sprinted to the other side with Samus fast on his heels.

"Why did you let them escape?" Samus demanded. "You know they are going to just go kill more people."

"I know," Spider-Man sighed, "but I can't let them kill these people either."

Another tremor shook the prison and Spider-Man looked over the side. He could already see the water starting to siphon downwards as the cracks in the wall began to grow. Looking around he noticed all the rubble that was lying around.

"We could use some of this rubble to plug the holes that are forming, but my webbing won't last long in that water. We need to find a better solution."

"I can go down there," Samus volunteered. "My suit will protect me from the water and I can use my plasma beam to melt the rubble into the holes."

"Your suit looks heavy, how will you stay afloat?" Spider-Man asked.

"Like this," Samus said. Although Spider-Man could not see Samus do anything he quickly noticed that the suit begin to change. The armor around the feet and calves changed from the golden hue to a more purple hue. That same purple hue continued up the outside of the thighs. The color also appeared on the massive shoulder pads all the way down each arm.

"Um, what exactly is that?"

"This is my Gravity Suit," Samus explained. "The version I just had was my Varia Suit. That version protects me from extreme heat and cold. This upgrade also allows me free movement in the water. It will also allow me to hover in place."

"Cool," Spider-man said. "Does the suit also increase your strength?"

In response, Samus choose a huge piece of rubble and picked it up in one hand as if it was the size of a baseball.

Just then Spider-Man heard a groan underneath a nearby pile of boulders. He looked back at Samus, "Head down there and seal the hole, I'm going to go check on that noise over there." Samus jumped over the side as Spider-Man took off towards the sound of the noise.

When Spider-Man reached the pile of boulders where the groan originated from he saw a man partially covered by the boulders. Judging by the attire of the man, Spider-Man guessed he was a SHEILD agent. The man was lucky. The boulders were only pinning him down below his knees. The rocks had probably crushed his legs and there would no doubt be a long road to recovery, but the agent would live and he would walk again.

"Hey buddy," Spider-Man said leaning over the guy. "What's your name?"

"Nicholas Green," the agent replied.

"Hi Nick, can I call you Nick?" The agent nodded his head. "Carnage is gone now. It looks like the bones in your calves may be broken, but I think you're going to be okay. I'm going to try to move some of these boulders. Don't move, okay?" Nicholas nodded his head again.

Spider-Man began to move the boulders when a sleek looking aircraft with a SHIELD logo descended from the sky and began to land. As Spider-Man finished removing the rubble Samus rejoined him.

"The holes have been plugged. No one will drown today."

"Good," Spider-Man said. "Now we need to deal with these clowns."

"What do you mean?" Samus asked.

"Just follow my lead and let's start making our way back towards your ship."

As Spider-Man and Samus slowly made their way to Samus's ship, several more SHIELD agents exited from the aircraft, guns drawn. As Spider-Man and Samus got to the ship, an agent yelled out, "Spider-Man stop where you are!"

"Agent…" he looked at the name tag on the agents chest, "Agent Parsons, you have a man over there who needs serious medical attention. And I would suggest you go inside and see if Carnage left anyone else alive, but my guess is that Nick over there is the only one."

"You are under arrest," Agent Parsons said.

"Really? For what?"

"For trying to leave the scene of a crime."

"A crime clearly committed by Carnage."

"How do I know you weren't in on the plan? Maybe you and Carnage were working together."

"Oh please," Spider-Man said. "This is what I get from that idiot Jameson. Well I only have one thing left to say," Spider-Man looked over at Samus, "Samus move!"

Spider-Man immediately leaped to the top of the ship with Samus right behind him. Once on top, Samus activated the hatch through a button on the arm of the suit. The hatch opened and they both dove inside as the SHIELD agents began to open fire.

"Samus we need to get this heap of junk in the air!"

"One step ahead of you," Samus said and turned to the computer. "Adam, shut the hatch and get us in the air."

A voice came from the computer, "Right My Lady. Done and done." The hatch closed and the ship began to lift off. In all the confusion it took a moment for Spider-Man to realize how the computer had addressed Samus.

"Wait a second, did he just say 'My Lady'?"

Samus turned to him and touched a concealed button on her left wrist and Spider-Man watched as, piece by piece, the suit condensed into a small bracelet revealing a tall, beautiful, blonde haired, human woman.

"Well that answers a ton of questions," Spider-Man stated.


	14. Chapter 13

_**Flying Over New York City**_

"Well," Spider-Man said. "I have to admit I didn't think you were a woman."

"Why not?" Samus asked. She sat down at her chair and took manual control of the ship. She began to steer the ship over New York City heading towards a patch of forest on the outskirts of the city.

Jumping to the ceiling and crawling towards the front of the ship Spider-Man took a peek over Samus's shoulders. What he saw was a bunch of lights and buttons that made no sense to him. Deciding to focus on something else he asked, "Aren't you afraid the SHIELD agents are going to follow?"

"No," was all Samus said.

After it was clear she was not going to add any clarifying statement he asked, "Why not?"

Samus let out a sigh, put the ship back on autopilot, and turned around in her seat. Looking up at him she stated, "You ask a lot of questions."

"I sure do," Spider-Man nodded. Releasing his hold on the ceiling he flipped around and landed on his feet. "I'm curious that way."

He looked around for a place to sit and realizing there wasn't one began to fashion a chair out of web. When he finished he turned around and saw Samus giving him a look of discontent. Sitting down in the chair he said, "Don't worry, the webbing will dissolve in a couple hours."

Samus looked at his wrists. "Speaking of your webs, why do they come out of your wrists?" she asked. "In my universe spiders' webbing doesn't come from their legs. You said a genetically altered spider bit you. So do the spiders from this universe shoot webbing from their legs or something?"

Spider-Man threw his head back and started laughing uncontrollably. When he finally got himself under control he pulled off the gloves of both hands revealing two mechanical devices around both wrists.

"My body doesn't create the webbing. I created these web shooters out of watch parts and a special formula I created on my own." Mimicking pressing his second and third fingers into the palm of his hand he explained, "This is how I release the webbing, that way when I make a fist it doesn't accidentally go off."

Twisting a small gear on one of the web shooters he continued, "By changing the size of the nozzle I can make something as simple as a web line to swing from to more complicated creations such as a parachute."

"My Lady," the computer interrupted the explanation. "We are approaching the landing site."

"Thank you Adam," Samus turned to her console and resumed control of the ship in preparation for landing.

"You call your computer Adam?" Spider-Man asked.

Steering the ship into a landing position Samus replied. "It's a long story, but yes his name is Adam."

With a gentle bump the ship settled down on the ground. Turning back around to face Spider-Man Samus asked, "What are we going to do about Carnage and his friends?"

"Shriek and Doppelgänger are more than friends. In their sick minds they are a family." Spider-Man said. "As for what we are going to do, there isn't much we can do. I wasn't able to place a tracer on any of them and diving into the water like that made it impossible to follow them."

"So we have to wait until they start killing again?"

"Unfortunately yes." Turning around Spider-Man got his first really good look at the inside of the ship. There wasn't much. Along with the cockpit at the front there was a bunk in the back with a closed off area that must have been the bathroom. In between those two areas was a little station where someone or something appeared to stand.

Realizing there wasn't much room Peter thought, _This must not be a very comfortable place to stay for long periods of time_, and an idea sprang to mind. His wife would probably not be keen on the idea, but he was going to have Samus come stay at their place. She wasn't a bad person and Spider-Man hardly believed she would kill them in the middle of the night. After all, she had had his back for the last twelve hours or so.

Turning around to face Samus he asked, "Why don't you coming stay with my wife and I? You sure would get a better nights sleep there."

Samus thought about it. _Well I could use a good nights sleep_, she thought and said, "I don't usually go with people whose face I've never seen."

Spider-Man slapped his hand against his forehead. Grasping the top of his mask he pulled it off revealing the face or a handsome man with brown hair and blue eyes. "My name is Peter Parker."

_P_, thought Samus making the connection to the story she had been told earlier that day, _now that makes sense._

"Nice to meet you Peter," she greeted him. "My last name is Aran. Samus Aran.

"I certainly would appreciate a better place to sleep than this bunk," she motioned to the sleeping berth at the back for her ship. "I'd be glad to take you up on your offer."

Nodding to the energy and ammunition chamber between the cockpit and berth she said, "I need to replenish my energy and ammunition. I haven't reloaded missiles since coming to this universe." She touched the bracelet that contained her suit and waited until she was fully encompassed. Walking over to the chamber she stood in it while a series of beams coursed up and down her body. When she was done she stepped out of the chamber and deactivated her suit.

"That's a nice little machine," Spider-Man commented. "Wish I had something like that to refill my web cartridges."

"It does come in handy," Samus replied. She walked over to the berth and grabbed a small backpack. Walking up to the cockpit and grabbing a small blue pistol from a holster on the chair, she put it in the bag, and sealed it up.

Slinging the bag over her shoulder she pushed a couple buttons on her console. "Adam I want you to do periodic scans for trouble in the city. Also continuously listen to the SHIELD and emergency bands. If you detect anything notify me immediately. I want to know if Carnage or the Space Pirates attack."

"If this Space Pirate attack happens what do you think the time frame will be?" Peter asked.

"It's a when not an if," Adam said. "During the attack on the Raft I detected Pirate power signatures in the Solar System. They will be here within twenty-four hours."

"Samus glared at the computer. "And why are you just telling us this now?"

"I had to double check the scans and we were kind of busy," Adam defended himself.

"We will deal with the situation when it comes," Peter said. "This isn't the first end-of-the-world scare I have experienced. We will be fine."

Pressing a button on her bracelet to unlatch the hatch Samus said, "I hope you're right."

Her and Peter crawled out of the hatch and she slid down the side of the ship while he made a graceful leap to the ground. It took them a few minutes to navigate through the forest to the edge of the city. Once they were close Peter put his mask back on.

"We're still a ways from my apartment. Can you fly in your suit?" Spider-Man asked.

"No, but I can use my gravity boost to reach the roof of one of these buildings then jump from building to building after that," Samus suggested.

Spider-Man looked at all the building heights around them. "That might be hard with all the varying building heights. I have an idea," he suggested. "I can swing with you holding on to me. That will make the trip back quicker."

Samus was a little apprehensive about it, but agreed to the idea. Spider-Man walked up to her and had her put her arms around his neck, which was a little awkward since she was nearly half a foot taller than him. He webbed the two of them together around the waist. When he was sure Samus was secure he shot a web line to a nearby building and used it to crawl up the side.

When he was high enough up, he shot out a new web line to an adjacent building and began swinging in the direction of his apartment.

Swinging tandem through New York was an exhilarating new experience for Samus. Sure she had her grappling beam, but that was for short distances not long term travel. And she was behind her armor, so she never knew the feeling of the wind against her skin as she was swinging.

Coming to the top of a swing arc Spider-Man released the web line and twisted around angling them in a new direction. Dropping several feet, they picked up speed before Spider-Man anchored a new web line. The speed they had gained from dropping helped sling shot them half way down the block.

They continued swinging in a similar pattern for the next few minutes, Spider-Man changing the direction of the swing every couple minutes or so.

A though occurred to Samus and she asked Spider-Man, "Where did that doppelgänger creature come from? It looked very much like you."

"You noticed, huh?" Spider-Man said as he angled the web line to allow them to land on a nearby roof. He detached the two of them and sat down on the lip of the roof.

"Kinda hard not to," Samus said as she sat down next to him.

"I don't know much about who Doppelgänger is. One day a few years ago he attacked me out of the blue. I learned later that a man named Magus who was looking for some very powerful artifacts created him. He created the creature and other creatures similar to Doppelgänger for the purpose of keeping us heroes distracted while he completed his search."

"Did this Magus complete his search?" Samus asked.

"He was defeated in the end and all the doppelgängers that he created ceased to exist except for mine, as my luck would have it."

"Not very good luck, huh?"

"It's not called the Parker Luck for nothing," Spider-Man stood up. Indicating a building across the street he said, "That's my apartment building. I'm going to have you head to the alley beside it and I'll come get you once I've changed." Putting his hand out to help Samus up he continued, "It wouldn't be good for Spider-Man to be seen going in the front door of Peter Parker's apartment and I'm sure my wife would not appreciate me swinging you in through our bedroom window." With that he swung off the building and up to a window several floors up on the alley side of the building.

Once he had disappeared into the window Samus activated her suit and used her gravity boost to slowly descend to the alley. When she landed she deactivated her suit and waited for Peter to come get her.

As Peter slid through the window he noticed Mary Jane was not in bed. _She did wait up_, he thought. As he began changing, a shadow passed in front of him and he looked up to see his wife in the doorway.

"Looks like you came home fairly unscathed," Mary Jane said noting the few cuts in his uniform. "I heard on the news that Carnage got away."

"Yeah," Peter said. "And he took Shriek and Doppelgänger with him"

"Oh my, the news did not mention that." Mary Jane walked to the edge of the bed and sat down. "Last time they were all out it took a whole slew of heroes to stop them, how will you do this on your own?"

"My guess is the authorities didn't want to cause a panic and I'm not on my own, Samus was there to help me. We would have had them but Shriek caused damage to the Raft that we had to repair or everyone inside the prison would have died." Turning to his wife and taking her hand he said, "Speaking of Samus…"

Raising an eyebrow Mary Jane asked, "Yes?"

"Well she kinda needed a place to stay and I offered to let her sleep on the couch."

Mary Jane winked at her husband and laughed. "She?" she joked.

"You're not mad are you?" Peter asked.

"Mad? No. I'm actually surprised Samus is a she. I expected a he."

"Me too!" exclaimed Peter and laughed.

Turning serious for a moment Mary Jane asked, "Are you sure it was smart to reveal your identity to her?"

Peter thought about the question for a second then answered, "Yeah it will be okay. Samus is from a different universe and she said in that universe superheroes like me don't exist, which means there is no me there she can hurt by knowing my secret." He paused for a moment, "Does that make sense?"

"Yeah," Mary Jane said getting up and heading to the chest of drawers. Changing out of her tank top and shorts into a t-shirt and sweatpants she said, "Let's go get her."

Peter laughed and slipped his shoes on. "Okay," he said.

When they walked out of their building and around the corner into the alley Mary Jane didn't know what to expect. Peter had not described what Samus looked like. She had seen footage on the television, but that had not prepared her for how tall she was. And her height only added to her beauty.

After introductions were made they headed back up to the apartment and Mary Jane made them all cups of tea. Samus sat at the counter and explained where she had come from.

"So these Space Pirates killed your parents?" Mary Jane asked.

"Yes," Samus said. "I was very young. I don't remember much about them."

Motioning to Peter she said, "Peter lost his parents at a young age too."

"Yeah," Peter said, "they died in a plane crash."

Seeing that Samus appeared to be a little uncomfortable with the conversation she handed the woman a cup of tea and changed the subject. "What are you going to do about Carnage, Shriek, and Doppelgänger?"

"Well barring they don't cause any trouble tonight I want to go to the Bugle tomorrow and see if we can pull up any info on where they may be hiding," Peter said. "Plus I need to sell my pictures."

Samus nodded in agreement. "A good nights sleep will be most helpful."

After finishing the tea Peter and Mary Jane found some blankets and made their couch as comfy as they could for Samus. Tucking the last sheet into the couch Mary Jane looked at Samus. "There you go. Hopefully you'll get a good nights sleep."

"Thank you."

"You're welcome," Peter said as he and Mary Jane retired to their bedroom.

As they crawled into bed Mary Jane said, "I'm proud of you Tiger."

"For what?" Peter asked.

"For what you did today, for helping Samus, for being the best husband ever."

"Aw shucks," Peter blushed and kissed her. Then, lying quietly together, they slowly drifted off to sleep.

_**Port of New York**_

After jumping into the water, Carnage, Shriek, and Doppelgänger had made their way back to the shore. They had come up near the port where a bunch of warehouses stood. A quick search discovered an abandoned warehouse.

_Well it wasn't completely abandoned was it_, Carnage's other said.

"No it wasn't" Carnage replied.

The three of them had entered the building to find two homeless men taking refuge. Those two men now lay scattered in pieces around the warehouse. Walking past Doppelgänger who was chewing on the leg of one of the men, he strolled over to Shriek who was lying on a makeshift table crafted out of old wooden crates.

She was still nursing her leg when he walked up. "How's the leg, my sweet?" he asked.

"Still sore," she said, "but I could keep up with murdering tonight."

"No," Carnage replied. "I want us to be at our best form tomorrow. Besides, Doppelgänger is enjoying his snack."

At the sound of his name Doppelgänger crawled over, the piece of leg stuck in his mouth.

"Where shall we go tomorrow?" Shriek asked.

"I'm not sure yet, but wherever we end up I can guarantee there will be lots of people to slaughter."

Shriek smiled, Doppelgänger grabbed a new piece of flesh to chew on, and Carnage prepared to wait the night out.

_Tomorrow will be a joyous day_. Carnage's other said.

"Yes it will be," Carnage grinned as he starred out at the lights of New York City imagining the bloodbath he would inflict on the city the next day.


	15. Interlude

**Universe 3692**

_**Tallon IV**_

The Galactic Federation flagship Inquisitor dropped out of hyperspace. On the view screen dead ahead of the ship was the planet Tallon IV.

Or what was left of it.

A huge crater was visible on the side of the planet facing the system's star. Chunks of the planet could be seen slowly orbiting the planetoid.

Standing on a platform above her officers Commander Ricci Stanton pulled up the results of the scans her officers were continuously running. "Give me some answers people. What are we looking at here?"

An officer to her left shouted up at her, "Commander, it appears that a huge amount of Phazon was detonated on the surface. It has almost torn the planet in half."

"Was this Pirate activity?"

"It appears so," another officer confirmed. "I have one visible energy trail that has a Space Pirate signature and another trail that has a…" the officer's voice trailed off.

"Has a what, Officer?" Commander Stanton asked.

"It has the energy signature of Samus Aran's current ship," the officer said.

"Quickly," the commander said as she motioned to a third officer, "run scans for Aran's ship."

The officer did as he was told and solemnly reported, "Her energy signature cuts off abruptly. Almost as if her ship suddenly disappeared."

"Explanations?" Commander Stanton asked. "What would explain the abrupt disappearance?"

"Only one logical outcome," the officer said. "Her ship was vaporized."

Commander Stanton took a moment to process what she had just been told. Samus Aran, potentially the Galactic Federation's most powerful asset, was missing in action and presumed dead.

Turning to her office she said, "I will be in my office. Do not disturb me for the time being." Opening the door to her office she steeled herself to give HQ the bad news.


	16. Chapter 14

**Universe 616**

_**Peter and Mary Jane Watson-Parker's Apartment**_

Samus woke the next morning to the smell of food. Sitting up she saw Peter cooking in the kitchen. Getting up she headed to the kitchen to see what smelt so good.

"Morning," Peter greeted her. Motioning to the skillet he said, "Eggs and bacon. Ever had it? Do you even know what it is?"

Samus bit back a laugh. "We do have chickens and pigs on my earth."

"Right," Peter said blushing.

"Where's your wife?" Samus asked noticing Mary Jane's absence.

"She shot out of here pretty quickly this morning," Peter said. "Something about needing to pick up something at her new modeling gig." As if on cue they heard the door to the apartment open and close.

Mary Jane walked into the kitchen holding a bag with a logo that said _Global Fashions_.

"What's in the bag, Sweetheart?" Peter asked.

His wife smiled. "Something for Samus."

Intrigued, Samus raised her eyebrows. In response Mary Jane pulled a beautiful, purple, silk dress with gold flower patterns around the bottom half of the dress.

Samus stood up and Mary Jane held the dress up in front of her. Nodding in approval she said, "I do believe this dress will work."

"Work for what?" Peter asked.

"To help her blend in," Mary Jane explained. "The dress will camouflage some of her current attire."

"I wore this all around the city yesterday," Samus said.

"True," Mary Jane agreed, "but yesterday the people of New York were not on the lookout for something new and interesting. Your arrival on the public scene coupled with Carnage's escape will have people paying more attention to what's around them. Whether they tie you now to you in the suit you will still stick out like a sore thumb."

Samus took the dress from Mary Jane and slipped it on, "Okay."

Content with her fashion statement Mary Jane turned toward the door. "I'm heading to your aunt's house to help with the donations."

"Okay," Peter said. "We are headed to the Bugle after breakfast. Carnage didn't cause any havoc, but I'm sure he won't wait much longer. Be nice to find a place he might be staying so we can surprise him for once."

"Well be careful and I love you Tiger," Mary Jane said then blew him a kiss and walked out the door.

Watching Peter dish up the eggs and bacon on to two plates, Samus noticed a newspaper lying beside her. The top headline read:

CARNAGE ESCAPED:

IS THE MASKED MENACE RESPONISBLE?

Below the caption was a picture of Spider-Man, ironically with a photo credit to Peter Parker.

"Why do you wear the mask? Why not just show everyone who you are?" Indicating the article Samus continued, "If they knew who you were I'm sure they wouldn't see you as a menace."

Peter handed her the breakfast plate. "I do it to protect those I love." Sitting down next to her he took a bite of his bacon and explained, "I had a really good friend, my girlfriend in fact, before Mary Jane. One of the people I tried to put away discovered who I was and kidnapped her."

Pointing to a bridge Samus could see out the apartment window he continued, "He brought her to the Brooklyn Bridge and pushed her off. I wasn't able to save her and because she knew me she paid the ultimate price. If my identity were public everyone I care about would be in danger."

Samus nodded her head. "I've always been a solider and I've never had anyone that had to depend on me. I never thought of it that way."

They continued eating breakfast in silence. When they had finished, Peter excused himself and went to his bedroom, presumably to get ready.

Samus took the time to look around the apartment. It was quite sprawling compared to the cramped quarters of her ship. There were several pieces of furniture placed around the room to offer a cozy place to watch television or chat with friends. It reminded Samus of a place a commander or admiral in the Galactic Federation might stay.

Peter walked out of his bedroom and quickly disappeared into another room. When he came out he was holding several photos of the devastation caused in Time Square the day before.

Smiling to herself Samus thought, _It really is ironic that he sells pictures of himself to the newspaper._ Laughing to herself about the thought she quickly checked herself in a nearby mirror. Mary Jane had been right; the dress did look really good on her.

"Ready to go, how 'bout you?" Peter asked.

"Yep," Samus agreed and they headed out the door.

_**Daily Bugle**_

A half-hour later Peter and Samus walked through the doors of the Bullpen. Peter believed it was a better idea to walk to the Bugle as any sighting of Samus in her armor would probably cause every news chopper to follow them and they would never be able to get into the Daily Bugle.

As they walked through the Bullpen, Peter heard two reporters discussing the discovery of two bodies down near the port in an old warehouse. The news set his senses on fire, but from what he heard he couldn't tell if it had anything to due with Carnage. He decided he would ask Betty if there had been any reports.

Walking over to Robbie who was standing next to Betty at her desk, Peter handed him his photos. "Hope these can help with the article," he said.

"These will certainly help," Robbie said flipping through the photos. Pulling a receipt book from the breast pocket of his shirt he filled out the receipt, tore it from the book, and handed it to Peter, "You know the drill."

"Yep I do." Folding the receipt and putting it in his pants pocket he looked at Betty and asked, "Anything on the police beat about Carnage?"

"Nope," she looked at the two and asked, "Whose your friend?"

"Oh, I forgot. Betty Brant this is Shirley Braxton," Peter said motioning to Samus.

"Nice…outfit," Betty commented on Samus's clothes.

"She, uh...she has a skin condition," Peter quickly responded. "She's my cousin from Michigan."

"Right," Betty said, the tone of her voice clearly gave away that she didn't believe the story Peter was giving her, but wasn't going to push it.

_I could have come up with a better excuse than that_, Peter thought embarrassingly.

"I'll be in the area giving Samus a tour. If Carnage appears let me know and I'll head in his direction for pictures."

As they walked away Samus asked under her breath, "Why did you give her a different name?"

Looking back over his shoulder at Betty he answered, "Because chances are before this whole thing is over she will talk to you in your armor and this way we don't have to make up a name on the spot."

Thinking about it Samus said, "Good idea."

"Thanks," Peter replied. "I'm usually full of them!"

Peter and Samus left the Bullpen and took the elevator to the basement of the newspaper building. Entering the Archive Room, they sat at nearby computer consoles.

After a few minutes of instructing Samus on how to use the Bugle computers both of them set out on researching information on Carnage and Shriek. While there was an abundant amount of backstory for Cletus Kasady there was surprisingly little on Shriek.

With the information set out in front of them they began sifting through it for clues to where the murderous trio could be. Looking at all the clues in front of them Peter was only sure of one thing: this search would take a while.

_**May Parker's House**_

Mary Jane lifted the fourth box out of the closet that morning and set it on the floor between her and May. The box was full of May's past from before her and her late husband had taken Peter in after his parent's death. Beginning to rummage through the box, May asked Mary Jane, "So where is you new modeling job?"

"It's all over the city. We will be shooting pictures in many iconic locations. In fact when I'm done helping you I have to head down to Battery Park for my first shoot."

"That's great," May said just as she heard the doorbell ring. She sighed as she stood up and flattened out her dress. "Probably another person trying to sell me makeup or encyclopedias." Motioning to the box she said, "Go ahead and look through the box for things I can give away. I'll decide for certain when I get back." She then headed down the stairs to answer the door.

Mary Jane continued rummaging through the box pulling knick-knacks and sorting them into piles for charity and piles for trash. She heard May open the door and some mumbling as she greeted the person. A moment later Mary Jane heard May climbing back up the stairs.

Coming back in the room she said, "There's a person downstairs looking for Peter. I don't recognize him."

Curious, Mary Jane stood up and headed downstairs to see who was there. May followed her back down too. Coming around the corner Mary Jane was shocked to see who was in May's living room.

Standing in front of her was Eddie Brock. Grabbing a broom propped up next to her she swung at him yelling, "You!"

"Yes us." Eddie grabbed the end of the broom and stopped the swing.

"May get out of here. This man is dangerous," she said motioning to the kitchen.

"We may be dangerous," Eddie said, but we are not here to hurt you." Throwing the broom to the other side of the living room he continued, "We are here to stop Carnage and we need your husband's help."

"Why should he help you?" Mary Jane asked.

"Because if he doesn't innocent people will die. That is not a threat, that is a fact."

Mary Jane couldn't argue with that. "He's at the Bugle."

"Would you do us the favor of calling him?" Eddie asked. "Let him know we are coming to meet him on the roof. It would not be good for either Eddie Brock or Venom to enter the Daily Bugle."

"Okay." Mary Jane pulled her phone from her pocket. Dialing Peter she put the phone up to ear. "Peter," she said when he answered, "You have someone her who would like to meet with you."

"Who is that?" Peter asked.

"Eddie Brock."

"What?!"

Mary Jane could sense Peter was becoming worried. "He's not here to hurt us," she said. "He wants to meet you on the roof of the Daily Bugle to discuss stopping Carnage."

"Okay, tell him to meet us on the roof in one hour."

"Gotcha," Mary Jane said and hung up the phone. "One hour," she said looking at Eddie. "Then he'll meet you on the roof of the Bugle."

"Thank you," Eddie said and walked to the door. Before he left he turned to both Mary Jane and May and told them, "Have a good day."

After Eddie left Mary Jane visibly relaxed and turned to May. "How about some tea to relax the nerves?" she asked as she guided May into the kitchen.

_**Daily Bugle**_

One hour later Spider-Man and Samus stood on the roof of the Daily Bulge as Venom swung up to them. Samus was clad in her Varia Suit.

Landing on the roof his symbiote pulled back from his head revealing the true face of Eddie Brock.

"You wanted to talk?" Peter asked crossing his arms over his chest.

"We believe it would be smart to work together," Venom suggested. "The two of you were not able to stop him and it detests us to say we could not stop him in the sewers either."

"You were the one he fought in the sewers?" Spider-Man asked.

"Yes," Venom replied.

_I'm not sure I trust him_, Samus thought.

"And now that he has released the other two we may need each other's help now more than ever," Spider-Man said.

"What other two?" Venom growled.

"Shriek and Doppelgänger. He broke both free last night" Samus replied.

"We had not heard."

"Then let it be agreed that we will work together," Spider-Man said. Motioning to Samus he quipped, "You don't eat my spleen Eddie and she won't be forced to cause you serious pain."

"We could take both of you down if we desired too," Venom stated. Eyeing both of them he continued, "We still might do that."

Before Samus could formulate a retort sirens rose up followed by the sound of a commotion coming from the direction of a part of the city with several tall buildings.

"That's Wall Street," Spider-Man said.

Venom's symbiote re-covered his face. "That must be Carnage."

"Only one way to find out. Samus, Eddie lets go," Spider-Man said. Shooting a web line out he jumped off the building and headed in the direction of Wall Street. Venom and Samus followed.


	17. Chapter 15

_**Daily Bugle**_

"Carnage has been spotted on Wall Street," Robbie shouted across the Bullpen to Betty.

"Okay," Betty yelled back. She grabbed her coat off the back of her chair and ran for the door.

As she exited the elevator on the main floor of the Bugle she pulled her phone out of her pocket and dialed Peter. Getting his voicemail she said, "Peter its Betty. Carnage has been spotted on Wall Street. Meet me down there ASAP. We need pictures."

Stepping outside on to the street she hailed a cab. Getting in she directed the driver to head to Wall Street as quick as he could. _Where could Peter be? I hope he gets there in time to get some pictures_, she thought.

_**Wall Street**_

Spider-Man, Samus, and Venom rounded the corner of Broadway and Wall Street to see nothing but devastation. They landed on the roof of a building and surveyed the scene.

Cars were tossed in a haphazard manner, several lying on top of other cars, some sticking out from buildings they had been thrown into. In a couple cars the corpses were sticking out the windows dying from the impact their cars made with the buildings.

_What has that monster done? _Spider-Man thought.

"Help me," a man shouted.

Spider-Man looked down the street to see a man dangling from an open door that had been thrown into a building. The man dangled twenty feet off the ground.

"Help me," the man shouted again.

Spider-Man quickly detached his camera from his belt and secured it to the side of the building facing Wall Street. He then jumped off the roof and swung in the man's direction. Just before he reached him the man lost his grip and plummeted to the ground below. Releasing his grip on the web line he dove toward the falling man. Tackling the man he rolled over in mid air and shot a new web line. Securing it to the side of a building he pulled it tight and pulled the two of them out of the dive swinging over the ground by mere inches.

Dropping the man on the ground he continued his swing arc up. Clinging to the wall he spotted Carnage and his family. Carnage was impaling random people left and right. Shriek was using her hypersonic scream to cause people driving down the street to veer either into buildings or each other. Doppelgänger was further up grabbing pedestrians who had been smart enough to flee their cars and run away from the havoc. Picking up one man he gutted him right there, dropped him, grabbed another man, ripped one of this arms off, and then tossed him aside where he slammed into a building and crashed to the ground breaking his neck.

There was so much chaos.

Venom swung by Spider-Man and tackled Doppelgänger to the ground. A power beam from Samus's cannon shot by and clipped Shriek in the shoulder, which left Carnage to Spider-Man.

Swinging down toward Carnage, he shot out a web line and snagged Carnage's arm. Pulling on the web line he managed to make Carnage miss his next target.

"Bug," Carnage shouted. His symbiote shot out a tendril and tried to grab Spider-Man's leg.

Spider-Man dodged the tendril and landed in front of Carnage. "Kasady I'm taking you down."

"You'll have to kill me," Carnage said. "Sure you can do it?"

"I don't have to become you to stop you," Spider-Man retorted.

Anchoring a web line to Carnage's chest he pulled Carnage toward him and punched him hard in the face. As Carnage flew backwards a tendril from his symbiote wrapped around Spider-Man's arm and pulled him along.

Using the tendril Carnage whipped Spider-Man over top of him and sent him crashing into the ground ahead of him.

Picking himself up and out of the rubble Spider-man said, "I wont let you get away."

Carnage laughed. Brandishing two axes on each arm he charged toward Spider-Man.

Samus was not having much luck with Shriek this go around. Shriek had discovered that her hypersonic scream could be used to block Samus's beam shots. Even her wave beam, which had worked so well the night before, was useless. Shooting beam after beam off only resulted in damage being down to the surrounding buildings.

"Not doing so well are you?" Shriek taunted. "I'll end your life before you get the chance to know what its like to be a superhero."

Sending a hypersonic screech towards Samus, Shriek managed to hit Samus and push her backwards into a building. Flying through the wall of the building behind her Samus landed in an office space. Several workers hiding behind desks let out screams of terror.

"Stay back," Samus yelled to them. Checking her HUD she noticed she was down two energy tanks. _This is not going the way I want it to_, Samus thought.

Poking her head out of the hole she made, she scanned the area for Shriek. She noticed to late that Shriek was beside the hole waiting for her to come out.

Clasping her hands together Shriek slammed her fist down on the back of Samus's helmet. Samus toppled to the ground, morphed into her Morph Ball and rolled several feet away from Shriek before transforming back into her normal form and aiming her cannon back at Shriek.

"Can't you come up with anything new?" Shriek asked.

"I'm sure I can still find a few," Samus quipped as she sidestepped one of Shriek's screams forcing her to turn. This dance between the two went on a couple more times with Samus sidestepping Shriek's screams causing her to move.

When Samus had Shriek in the position she wanted she smiled behind her visor and watched as Doppelgänger came flying from the side and bowled Shriek over.

Venom crawled past Samus and grabbed Doppelgänger out of the mess he had created when he threw Doppelgänger at Shriek. The monster was stunned and Venom slammed his head into the ground to make sure it stayed that way. Shooting out globs of web, Venom cemented Doppelgänger to the ground making sure the monster would not be able to get back up.

Turning back to Shriek he saw Samus had already engaged her. Venom noted how well Samus was matching Shriek. Neither seemed to have the upper hand. He decided to change that.

He charged toward Shriek but was caught by surprise when she turned her sonic scream on him. Immediately his other felt the pain the scream was causing it.

Falling to his knees he screamed in agony as his other was slowly ripped from his body. Out of the corner of his eye he saw Samus take aim and shoot a powerful shot toward Shriek. The beam nailed her directly in the back. She was sent flying into a pile of rubble. Knocking her head against one of the cement blocks she slumped over unconscious.

Pulling itself back together Venom's other said to him, _We are beginning to like her._

"We agree."

Webbing Shriek's feet and hands to the ground and webbing her mouth shut for good measure Venom turned to Samus and said, "We better go help that infernal arachnid. We may have a truce with him now that's says we can't kill him, but that doesn't mean we are going to allow someone else to kill him. Truces can be easily altered."

In response Samus nodded and raised her cannon. Together the two of them made their way towards Spider-Man and Carnage.

When Betty arrived on the scene the only way she knew how to describe it was total anarchy. Battles were ranging up and down Wall Street. To her left Spider-Man was facing off against Carnage, to her right Venom and Doppelgänger were tussling back and forth causing more damage to the street and the buildings as they went. Further down the street Betty saw the superhero who had fought Carnage the day before in Time Square. She was trading blows with Shriek.

Pulling out her notepad, Betty's journalistic instincts kicked in. She began recoding everything she was witnessing. Spider-Man appeared to have the upper hand against Carnage and Betty turned to see Venom toss Doppelgänger into Shriek.

Turning back toward Spider-Man and Carnage, Betty began to make her way up the street to get a closer look. Picking her way over the mounds of rubble she found a good vantage point over looking the fight.

Looking around at the havoc that was unfolding in front of her Betty hoped Peter was somewhere nearby getting pictures. So focused on getting every detail of the battle between Carnage and Spider-Man down in her notebook Betty did not notice the tendril until it was to late.

The tendril wrapped around her ankle and dragged her down the pile of rubble and into Carnage's clutches.

_No_, Betty thought. _What have I gotten myself into?_

She watched as Spider-Man backed away. She trusted he was trying to find some way to rescue her, but that didn't stop the scream that escaped her lips when Carnage displayed his rows of sharp teeth as he smiled at her.

"Back off insect," Carnage threatened, "or you'll have to watch helplessly as I slowly peel this woman's flesh from her bones."

_What am I going to do?_ thought Spider-Man. _I can't let any harm come to Betty._

Hearing a commotion behind him, Spider-Man glanced back quickly to see Samus and Venom coming up. Both were taking slow, cautious steps towards Carnage.

"Your family had been taken down Carnage," Venom informed him. "Now it's your turn."

"No," Carnage yelled frantically looking for a way out. He smiled as his eyes caught sight of a severely damaged building.

Carnage moved into action as everything appeared to slow down around Spider-Man. Carnage shot out several tendrils at the foundation of the damaged building while simultaneously throwing Betty several feet into the air.

Samus reacted first to Betty thrown into the air. Activating her gravity boost she shot up to catch her.

Knowing Betty was in good hands Spider-Man focused his attention on the building. Carnage's tendrils had caused enough damage to the building that it was about to collapse and there were still people inside.

"Venom we need to help those people," Spider-man yelled at him.

He jumped over to the building and began to quickly fire off strands of webbing trying to seal the cracks that were forming in the structure's façade.

Venom dove through a hole in the wall and began re-enforcing the beams with webbing while directing people to clear out of the building.

Noting the building was beginning to lean to one corner, Spider-Man jumped into the hole and began to hold the building up with his strength alone.

Samus dropped Betty off and helped Venom clear out the building. When the building was clear he continued webbing the outside, so it would not fall over. When he was done, Spider-Man stepped away from the hole.

Walking over to Betty he asked, "Ms. Brant are you okay?"

"Yes Spider-Man. Thank you."

Venom walked up to him. "It appears Carnage has disappeared again. And he took Shriek and Doppelgänger with him."

Spider-Man nodded. "We need to spread out and begin searching. He couldn't have gotten far."

Walking up to Venom and Spider-Man Samus said, "We might have another problem. Adam just informed me he has detected the Space Pirates dropping out of hyperspace behind the moon. He predicts they will attack in the next hour or so."

_**Behind the Moon**_

Pulling into lunar synchronous orbit the Space Pirates began to ready for their attack on Earth.

Prepare the armory, Ridley said. Turning back to the scans of the planet he began to formulate his plan of attack.

Upon dropping out of hyperspace the pirates had pinpointed the Hunter's ship on the outskirts of a large city. Ridley had decided that would be their first point of attack. He was not going to take the chance that the Hunter would interfere. No matter how skilled the Hunter was it would not be able to deal with the full Space Pirate force on the ship, a compliment of five hundred soldiers. The Earthlings and the Hunter would not know what hit them.

Pirates, Ridley called to his brethren. In just one short hour we will begin our attack. The Earth will fall as will the Hunter and we will regain the honor lost to us long ago.

The pirates responded with a resounding cheer as they continued their preparations.


	18. Chapter 16

_**May Parker's House**_

Mary Jane broke down the last box that May had had her sort through and put it in the recycling. Walking back into the house she grabbed the cups they had drank their tea from earlier and placed them in the sink.

Coming into the kitchen May said, "Thank you Mary Jane for all your help. I could have never done it without you."

"Your welcome May. Sadly though I have to go or I'll be late for my job."

"I wouldn't want that," May said, pushing Mary Jane toward the door. "Go, go. The charity people will be by later to grab the donations."

Opening the door Mary Jane turned to May and gave her a hug. "Hope to see you soon. I'll tell Peter we need to invite you over for dinner soon."

"I like that idea," May smiled. "We'll just wait till Peter isn't so…busy," she winked.

"Exactly," Mary Jane said walking out the door.

_**Wall Street**_

After twenty minutes of searching it was clear the only signs of the murderous trio were in the bodies strewn around the area and the damage done to the buildings and street. Spider-Man swung up and down the street hoping to catch some glimpse of Venom's webbing that could point them in the right direction. Unfortunately either Carnage had made sure there was no webbing that could leave a trail or they hadn't gone anywhere were the web could catch on something.

They had even went underground again hoping Carnage had dragged his family that way, but once Samus had gone down and checked it out it was clear they wouldn't be able to follow them. If they had gone that way, they had stuck to the water, effectively erasing any chance to track them.

Spider-Man let go of his web line and dropped to the street below where Samus and Venom were currently standing. Looking around he noticed the crowd that was beginning to form. Now that Carnage had disappeared the people were beginning to get curious and were starting to form pockets around the battle area.

Pulling a fresh web cartridge from his belt, he pulled back his glove and popped the old cartridge out of the web shooter. Replacing the cartridge he looked at both Samus and Venom. "We need to go somewhere else. These people crowding around like this are just asking for Carnage to come back. Maybe if we leave they will too."

"Venom glared at Spider-Man. "We wouldn't be having this problem if you had dealt with Carnage earlier. Instead you let him escape."

"I let him escape?" Spider-Man scoffed. "And what would you have had me do Eddie? Let all those innocent people die?"

"No," Venom replied. "I suppose we could not have allowed that to happen either."

"Good, glad we can agree on something." Pointing towards a tall building a couple blocks north Spider-Man said, "Let's meet on the roof of that building away from all these people."

Venom nodded in agreement and shot out a web line. Pulling it tight he swung off toward the building. Before Spider-Man could follow Samus placed her hand on his should. He turned to look at her.

"I don't trust him," Samus stated.

"I don't either," Spider-Man said, "but we don't have much of a choice right now. We need him if we are going to stop Carnage."

"That joke you made about him eating your spleen, were you being serious?"

"There was a time when all he wanted was my spleen. We have our truce now and regardless of what he has done since making that truce Venom has kept his side of the bargain."

Shooting out a web line Spider-Man headed toward the building with Samus following close behind. When they got to the roof Venom was pacing back and forth.

Landing Samus asked, "What's our plan going to be?"

"We need to find sonics or fire," Venom said. "Without either we won't ever be able to stop Carnage."

"I have the ability to switch my cannon to a plasma beam," Samus suggested. "That might work."

"Plasma?" Venom growled. "You had the use of plasma and you never used it?" Several tendrils shot from him and wrapped around Samus's legs and arms, hoisting her off the roof. "This could have already been over with if you hadn't been so stupid."

"Venom you need to calm down. Just listen for a second," Spider-Man said as he ran up to Samus and tried to remove one of the tendrils from Samus's arm.

"Enough Parker, you will not interfere," Venom stated as another tendril shot from his body hitting Spider-Man in the head with such force that it sent him over the side of the building.

Samus watched helplessly as the tendril shot from Venom and impacted with Spider-Man sending him over the edge. She struggled to get free of the restraints, but it was no use.

Venom tightened the tendrils around her and drew her closer to him. "You will pay for all the innocents you let die."

"You'll become just like Carnage if you kill me."

"No I won't. Unlike Carnage I only kill those who deserve it."

Before Venom could commence with killing her, he grunted and went flying to the corner of the roof. The tendrils released Samus as his focus was shifted and she dropped to the roof.

Standing right behind where Venom had stood was Spider-Man.

"Don't do this Eddie. This is just what Carnage wants, for us to fight amongst ourselves."

"You will feel my wrath Parker," Venom said as he crawled up and jumped toward Spider-Man.

As he leaped toward him, Samus switched to her plasma beam, aimed it at Venom, and fired. The beam did not have the effect she was hoping for. When it hit Venom all it did was change the trajectory of his leap and sent him sprawling into the side of the roof.

Getting up and shaking his head Venom asked, "What did you just hit us with?"

"My plasma beam," Samus replied.

"But that can't be right. It didn't do anything to us."

"That's what I was trying to tell you Eddie," Spider-Man said. "Plasma is different than fire. There was no guarantee it would work."

"We are…sorry," Venom apologized.

"Don't worry about it," Samus said. Changing the subject back to the task at hand she asked, "So if my plasma beam doesn't work what other option do we have?"

"I have an idea," Spider-Man suggested. "We break into the Baxter Building."

"The what?" Samus asked.

"The Baxter Building, home of the Fantastic Four," Venom explained.

"Reed Richards has a sonic gun we used last time Carnage escaped," Spider-Man said. "Of course Reed has really bad timing. Him and the family are out of town…again."

"Looks like we get to break in," Venom smiled.

"Yes and the sooner we do it the better," Spider-Man agreed.

_**Sewers of New York City**_

Carnage was fuming.

After he had created the distraction with the building he had quickly found and released Doppelgänger. Shriek was nearby, but she was sill unconscious, so Carnage had picked her up and hauled her away from the scene. Once again he had to slum it in the sewers in order to make sure he put enough distance between his family and the would-be group of heroes.

Now, only about a half hour after escaping he had discovered an abandoned subway station. Shriek groaned and Carnage laid her down on the concrete platform.

"I'm sorry, my sweet," Shriek apologized. "I didn't mean to get caught like that."

Stroking her check Carnage snarled, "You better be."

Doppelgänger growled at Carnage sensing he was dangerously close to becoming violent with Shriek.

"Back off runt or I'll make sure I finish killing you this time," he threatened Doppelgänger. Turning back to Shriek he said, "We could have had them if you hadn't been knocked out." He glared back at Doppelgänger. "Both of you," he added.

"We will make it up to you," Shriek promised.

"Good because I know where we will be hitting next."

"Where is that?" Shriek asked gleefully.

"Carnage strolled down the track beckoning the other two to follow. "Somewhere with lots of glamour and ritz and a little nature."

_**Wall Street**_

Samus liked the plan they were formulating. Spider-Man would enter the building with Samus's assistance since he knew the general layout of the building. Venom would keep watch on the roof for any signs that Carnage had made a reappearance. When the plan was finalized they stepped to the edge of the roof preparing to head to the Baxter Building.

Just before they jumped off a huge explosion caught their attention. The explosion was several miles away close to the center of the city.

"That has to be Carnage again," Venom said. "Where is that?" he asked indicating the explosion.

"Looks like Fifth Avenue near Central Park," Spider-Man said.

Venom nodded, "I will go deal with them, you two get the gun."

"No," Spider-Man stepped in front of Venom. "I can handle getting the gun on my own. You will need Samus's help in keeping them contained until I can get there."

Spider-Man pointed to the street below. "That street is Broadway. It will take you directly to Fifth Avenue." Jumping off the roof he shot out a web line and headed toward the Baxter Building.

Venom looked at Samus. "Truce?"

"For now," she replied and they both headed in the direction of the explosion.


	19. Chapter 17

_**Headed Toward the Baxter Building**_

Spider-Man swung his way down Madison Avenue. He had already been traveling for a few minutes and he kept trying to push himself faster. Every second longer it took him was another second Carnage could kill someone.

Flying past East Forty-First Street he looked ahead of him to see the Baxter Building towering above the cityscape. Standing at thirty-five stories it overshadowed such iconic landmarks as Grand Central Station. The top five floors of the Baxter Building were home to the Fantastic Four and where Reed Richards performed his many experiments.

Swinging up to the building Spider-Man landed on a window and scared several people in an office that was rented out by the Fantastic Four. He waved at the occupants who scowled back at him. _Guess I won't be getting any good reports from those people_, Spider-Man thought then began ascending to the top floors.

Once he reached the thirty-third floor Spider-Man used his massive strength to punch the window. It cracked, but did not break; however, Spider-Man's fist was pretty close to breaking.

Thinking up a new strategy he crawled to the roof of the building and, jumping off the side, he shot two web lines just above the thirty-third floor and angled his descent to crash through window he cracked.

Breaking though the window, Spider-Man rolled and came to his feet, just before the alarms began to sound.

_Great_, thought Spider-Man, _I should have known that would happen._

_**Headed Down East Sixty-Third Street**_

"Ouch," Samus said as she slammed into the side of a building. "Watch where you are going."

Venom risked a quick look back at her. "Stop complaining. This is the fastest way there."

"I get that, but if you keep making me crash into buildings I won't have any energy left to help you fight."

"Point taken. We will be more careful."

Samus rolled her eyes. _Sure you will be_, she thought.

The idea to latch Samus to Venom via a web line and drag her along had come about because Samus was not moving fast enough according to Venom. Her gravity boost was no match to Venom's web slinging skills or so he said. That was how she had come to be dragged toward Fifth Avenue by Venom.

Taking a right Venom swung them around a corner onto Fifth Avenue. On Samus's left was a huge patch of trees, lakes, and walking paths. It appeared to be a park. _That must be Central Park_, she thought.

Looking down on Fifth Avenue Samus could see several people running for their lives. Some were running in the opposite direction her and Venom were traveling and some were running into Central Park.

Looking ahead Samus saw Doppelgänger clinging to a building and shooting out strands of web. She had never seen him do this before but apparently the webbing was razor sharp because she could see it opening wounds on anyone he was able to snag with it.

However, Doppelgänger was the only one she saw. Carnage and Shriek were nowhere to be found. Shouting up to Venom she asked, "Where do you think the other two are?"

"I'm not sure," Venom responded. "They are most likely somewhere in the park."

"I'll deal with Doppelgänger. You try to find the other two," Samus said. Charging up her power beam she shot at the web strand connecting her to Venom. When it broke she began free falling the fifteen stories to the ground. At the last moment she activated her gravity boost to slow her descent. Landing on her feet she took several pot shots at Doppelgänger to get his attention.

It did the trick. The creature looked in her direction and when he spotted her it skittered across the building making a beeline straight toward her.

Changing to her ice beam she took several shots at Doppelgänger trying to freeze his arms to the side of the building. The creature moved fast, almost to fast for Samus's targeting sensors to lock on to him. It reminded her a little bit of how Spider-Man was able to dodge so many incoming attacks. It was almost as if the creature could sense the attacks coming at it. Thinking back on the previous fights Samus decided that that actually made sense.

Regardless of whether or not Doppelgänger had any sort of precognitive advantage it still apparently could not dodge all the attacks, especially when they were shot one after another in quick fashion. That was how Samus was able to tag one of Doppelgänger's arms. Its middle left arm was frozen to the wall and the creature was suddenly stopped. In its moment of distraction Samus took several more shots freezing three more arms and a leg to the wall as well.

Doppelgänger chittered and growled down at Samus as she walked up to him. "Think you're so smart don't you?" Samus asked it.

The creature just glared and growled at her.

Turning around she began to head into the park to help Venom search for Carnage and Shriek. She was almost to the park boundary when something hit her on the back of her helmet. She turned around and looked down to see a small chunk of rock at her feet. The rock wasn't big enough to do any damage to her.

Looking at the rock she thought, _Where did you come from?_ Looking around, her eyes settled on Doppelgänger. He was laughing and next to one of his free arms was a hole where a chunk of the building had once been.

"Why you little –" Samus began to walk towards the creature planning on icing the creature in its entirety. Before she walked three feet she was hit in the back by a huge blast and sent flying head first through a car window. Pulling herself out of the car she looked back to see Shriek smiling.

"I love it when I can take advantage of a situation," she said then opened up her mouth and released another hypersonic scream. Samus was hit full blast and toppled through several walls in the building behind her.

Trying to stand Samus realized the tumble took more out of her than she realized. Her suit's alarm functions were going crazy and she realized she was down to two energy tanks. Trying once more to stand, a wave of nausea washed over her and she collapsed. The last thing she was able to do before passing out was drag herself behind a nearby desk. As she slipped out of conscientious she could hear Shriek picking her way through the rubble looking for her.

_**Baxter Building**_

Several dozen mechanized robots, a dozen or so energy cannons, and two floors later Spider-Man was beat, exhausted, and still nowhere close to finding Reed Richard's sonic gun.

Spider-Man had managed to find a room with a computer. After taking care of the security in the room and webbing the door shut so nothing else could get through he tried hacking into the computer. It had taken him several minutes, but he had finally been able to crack Richard's password.

_Who knew Reed's password would be Cosmic Rays_, he thought.

Now that the security system in the Baxter Building was taken care of Spider-Man was able to wander more freely than he had before. "Now where could that stupid gun be?" he asked himself.

Leaving the room he was in Spider-Man jumped to the ceiling and began crawling down the hallway peeking into different rooms looking for something that might be the sonic gun.

After several minutes he found a room that had a weird looking machine in the middle of the room. The machine looked like a Top, a child's play toy, but it was upside down with the pointy bottom sticking up in the middle of the room.

Curious, Spider-Man crawled into the room. When he neared the machine he dropped to the ground and accidentally tripped an invisible sensor. Alarms began screeching and the door, which Spider-Man crawled though, closed and a locking mechanism could be heard activating.

Turning to the door Spider-Man thought, _Great what have I done now?_

Turning back toward the weird machine Spider-Man noticed a fuzzy image was coming out of the tip of the machine. As he walked closer the image began to clear up. When it was finished rendering the five-foot head of Reed Richards appeared before Spider-Man.

"Who has activated this machine without the proper pass code?" it asked.

"Uh, Reed?" Spider-Man asked.

The image looked down at him and said, "Spider-Man, what are you doing here?"

"I'm looking for your sonic gun. Is that really you? Are you transmitting from wherever you guys are at?"

"No I am an interactive hologram programmed with Reed Richard's personality and access to his massive catalogue of information. Why are you looking for the sonic gun?"

"Carnage has escaped and I need the gun to weaken his symbiote."

"Accessing database for any reference to Carnage," the hologram said. "Reference found. Carnage: a homicidal maniac intent on killing all living beings with prejudice."

"Yep that sounds like him," Spider-Man replied.

The hologram nodded. "The sonic gun is in the armory one level above. I have unlocked the door for you." If it was possible the hologram appeared to glare at him, "I would also say I have disabled the security on the floors as well, but it seems that has already been taken care of."

"Yeah, about that," Spider-Man said, "you might want to tell Reed he needs to change his password. Cosmic Rays was just to easy."

The hologram smiled. "I will be sure to inform him." The door behind Spider-Man unlocked and opened. "Take care Spider-Man and good luck."

"Thank you HoloReed," he said as he ran out the door and headed for the armory.

_**Fifth Avenue**_

After Samus had severed the web line connecting her and Venom, Venom had swung out over the park in an attempt to find Carnage or Shriek. Once over the tree line it hadn't been that hard to pick up on Carnage's trail. There was a line of bodies leading directly to the center of Central Park.

Venom navigated his way through the park following the bodies until he got a glimpse of Carnage. The evil mass murder was standing out in the open almost as if he were waiting for something.

Stepping out from the trees Venom made his presence known. "Carnage," he yelled.

Carnage turned to him and smiled. "Hi-ya Pops! Are you looking for another beating? Was the last one not good enough for you?"

Venom growled and charged towards Carnage. Several tendrils emerged from Venom as the two collided together. Wrapping Carnage in several tendrils Venom picked him up and slammed him into the ground several times.

"This time _son_ we will be showing you how to maim and torture someone."

"Don't think so old man," Carnage said as he formed a scythe with one of his hands and cut through the tendrils holding him down.

Venom screamed in pain as Carnage grabbed the loose ends of the tendrils and started swinging him around. Letting go of Venom he sent him flying over the park back towards Fifth Avenue. Landing on the pavement of the road Venom let out a loud groan

_How many times are we going to let that brat school us?_ Venom's other said.

"We were thinking the same thing," Venom replied.

As he got up he noticed Samus a block or so down the street walking towards a building. Behind her Venom saw Shriek emerge from the trees, but before he could warn her Carnage was on top of him trying to beat him to a bloody pulp.

"We won't allow you to defeat us again," Venom said as he threw Carnage off of him.

"I plan on doing more than beat you," Carnage replied as he grabbed Venom and threw him up against a truck. Bending over Carnage rummaged through the pocket of a nearby dead man and extracted a Zippo lighter. Aiming a spike at Venom he shot it off, but missed hitting him.

"Your aim sucks Kasady," Venom quipped.

"I wasn't aiming for you _dad_," Carnage smiled.

It was then that Venom noticed the truck he had been slammed into was in fact a tanker trucker and the spike Carnage had shot off had pierced the tank, which was now leaking a ton of gasoline. He looked over at Carnage whose smile appeared to grow large as he ignited the lighter and hurled it toward Venom.

Venom did not have time to move as the lighter ignited the gasoline around him and caused the tanker truck to explode. He was thrown several yards from the truck and smashed into a car. His other was in pieces and hurting severely from the fiery explosion.

Carnage walked up to Venom laughing. Brandishing a sharp, sword-like object he asked, "What was that about not letting us defeat you again?"

_**Baxter Building**_

With the sonic gun slung over his back, Spider-Man leaped off the top of the Baxter Building and shot out a web line, curving his swing trajectory down Madison Avenue. He heard grasps and awes from the crowd below in Grand Central Station. He imagined several of those people were tourists who had never seen a superhero before.

He continued traveling down Madison Avenue for a couple miles before swinging east on to East Seventy-Second Street. Straight ahead of him was Central Park and Fifth Avenue. Swinging a block up East Seventy-Second Street he took a right and saw the destruction that had been created.

Clinging to the side of the building he watched as Carnage caused a tanker truck near Venom to explode and send him flying halfway down the block. Before he could help Venom he looked further up the street and saw Doppelgänger skitter down the side of a wall and join Shriek who had just emerged from the building dragging Samus's limp body behind her.

Now he was faced with a dilemma. Both of his allies were in trouble and there was only one question he could ask himself. _Which one do I help first?_


	20. Chapter 18

_**Fifth Avenue**_

When Betty climbed out of the cab at the corner of East Sixtieth Street near Central Park she couldn't believe the mess that had been created. Cars were strewn over a four-block area and there were several small fires from cars that had impacted each other and their gas tanks caught on fire. There were several bodies lying haphazardly. Some sprawled out on the street and others thrown over the tops of cars. Betty was pretty sure this was worse than Wall Street.

Having gotten the call from Robbie that Carnage had reappeared on Fifth Avenue near Central Park while she was driving back to the Bugle she had convinced her cab driver to take her there. She wasn't going to let the fact that she had almost been murdered by Carnage less than an hour ago stop her from getting the greatest story New York would read for a long time.

Of course the news that Carnage was still at large and that he now had two other accomplices was being reported all over the radio and Betty's cab driver got cold feet on the way there. Only after promising the guy a massive tip was she able to convince him to drop her off at the very edge of the park.

She began to walk up Fifth Avenue toward the devastation when a huge explosion shook the windows. Just up ahead a huge fire cloud ascend to the sky. Finding a nearby abandoned car that did not have a body on it, Betty decided to take it upon herself to climb on to the roof of the car to get a better look at what was going on. After all, whoever owned the car most likely had auto insurance.

Standing up she was able to see Spider-Man clinging to the side of a building with something strapped to his back. It appeared like he was looking back and forth between two different points, but he was to far away for Betty to know for certain.

Hopping down off the car Betty decided she needed to get a closer look at the action. Slowly she began to make her way up Fifth Avenue praying the entire time that she would not get caught by Carnage again.

Spider-Man knew that both his allies needed help, but he wasn't sure how to handle the situation. Samus and Venom were far enough apart that if he tried to rescue one before the other whichever one he did not get to first would most likely end up dead before he got to them or at the very least seriously maimed.

Looking down the street he could see Doppelgänger beginning to crawl over Samus who appeared to still be unable to move. Spider-Man wasn't sure if that was due to being unconscious or if something had happened to her armor.

Looking almost directly below him he saw Eddie propped up against a car. His symbiote was in tatters trying to pull itself back together after the explosion. Carnage was slowly making his way towards him enjoying the build up he was creating. It appeared that he was trying to take his time. Curiously Spider-Man noticed that none of the villains had seemed to notice his arrival yet. They were all too focused on what they were doing.

_That will be their undoing_, Spider-Man thought.

The longer Carnage took postponing the death of Venom the more time he was allowing for his symbiote to regain its composure. The symbiote just needed a few more seconds and Spider-Man believed he had a solution to keep Carnage from his prize long enough for the symbiote to reconstitute itself.

Pulling the sonic gun off his back he took aim at Carnage and pulled the trigger. He didn't have the time to wait until Kasady's symbiote was completely subdued, he was pretty sure Samus didn't have that much time.

Taking two quick shots he hit Carnage directly in the chest. Carnage was pushed back several feet and parts of his symbiote began to fall off around his feet. Looking up he noticed Spider-Man for the first time.

"Bug," he screamed, "I will kill you for that!"

"I don't have time for you right now Carnage. Besides I think you need to take some time to pull yourself together," Spider-Man quipped as he shot out a web line and swung toward Samus.

As he swung up to where Samus was he saw Doppelgänger perched over her his sharp, deadly claws prepared to tear through her armor. He had no idea what her armor was made out of, but he had no doubt Doppelgänger would be able to tear through it.

Shriek was standing over Samus, her back to Spider-Man, appearing to supervise Doppelgänger. Letting go of his web line, he angled his descent and tackled Shriek to the ground taking Doppelgänger with them.

Picking himself up from the ground he yelled, "Leave her alone!" Quickly he shot several web lines out to incapacitate them. His intent was not to stop them, but to slow them down. He had to go check on Samus.

Crawling over to her he grabbed the big shoulder pads of her armor and started shaking her. "Samus," he yelled at her, "Samus are you okay?"

Samus awoke to Spider-Man kneeling over her shaking her back and forth. Shaking her head she sat up and noticed she was no longer in the building.

"What happened?" she asked.

"Not sure," Spider-Man said. "I just got here to find both you and Venom down for the count. Shriek was dragging you out of that building," he pointed to the building behind him. Standing up he asked, "Are you capable of fighting? Cause we may need to soon."

Looking to her right Samus saw Shriek and Doppelgänger struggling to get out of the webbing Spider-Man had tied them up in. They were still tied up, but it was clear they wouldn't be for long. Looking to her left she saw Venom beginning to stand and walk towards Carnage. Whatever had happened to him he clearly was getting over it.

Checking her HUD she saw that she was still down to two energy tanks. Whatever had happened while she was passed out hadn't affected her energy levels and for that she was grateful.

Standing up she looked at Spider-Man. "I'll be okay for now. Energy is dwindling, but as long as we wrap this up quickly I should be fine."

"Great," Spider-Man replied as he turned back to Shriek and Doppelgänger. "Let's kick some butt."

Samus agreed turning back to the duo that had finally managed to release themselves from the webbing. Raising her cannon she fired off a power beam as Shriek opened her mouth and let out a hypersonic scream. Once again Samus's beam was directed away from its target.

_This is getting really old_, Samus thought as she dropped her cannon and charged toward Shriek. That was when the shadow appeared.

Venom pulled himself up and walked toward Carnage who was laid out on the ground several feet away.

_Parker has an incredible sense of timing_, Venom's other commented. _Now let's end Carnage._

"We couldn't agree more," Venom said.

As he continued walking toward Carnage, Venom saw Carnage pull himself up. His symbiote was already pulling itself back together.

Before Venom could say or do anything towards Carnage a shadow descended over Fifth Avenue. Looking up he saw a massive ship flying over the city with dozens of smaller craft swarming around it.

Suddenly a beam shot down from several of the smaller ships to the ground. When the beam disappeared several strange looking creatures appeared.

Without warning they began attacking people and structures around them. Venom shot out a web line that attached to one of the creature's arms to keep it from slashing an innocent bystander in half.

"Well," Carnage said looking around, "this appears to be my exit cue." He jumped over a nearby car and ran toward Shriek and Doppelgänger.

Venom tried to chase after him but was hindered by several of the aliens. Looking down the street he saw that the aliens were also attacking Spider-Man and Samus. He watched helplessly as Carnage, Shriek, and Doppelgänger took off into the trees of Central Park and disappeared.

Shooting out a web line he swung over to Spider-Man and Samus. Landing beside them and punching an alien several feet back he asked, "What are these things?"

"These are the Space Pirates," Samus responded shooting off a charged beam that impacted with a nearby Pirate and sent it flying into the trees outlining the park. Pointing up to the massive ship traveling across the city she said, "That's the mother ship and if I'd have to guess I'd say Ridley is aboard it."

"Ridley?" Venom asked.

"The most dangerous Space Pirate of them all," Samus responded.

Several more beams shot from the ships and more Space Pirates exited them. Many Pirates now surrounded them and Venom did not like the odds.


	21. Chapter 19

_**Fifth Avenue**_

The Space Pirates descended on the group of heroes before they knew what hit them. Twenty pirates, all taller than Samus charged at them. They came from every direction: Central Park, up and down Fifth Avenue, even from the rooftops of buildings. They didn't care what they destroyed as they jumped down the sides of buildings leaving huge indents where there sharp hands and feet grabbed at the walls. They also grabbed cars and flipped them end over end even further up or down Fifth Avenue and also into the park. If it was at all possible they were making a bigger mess than Carnage ever had.

"Hugntress," one of them yelled at pointed at Samus. Several more pirates began to converge on their position.

Spider-Man shot out a web line, which stuck to the head of the nearest pirate, and he pulled down hard as he jumped and squarely landed on top of the pirate's back. The pirate slumped to the ground unconscious.

Shooting out another web line he grasped a pirate by the leg and pulled the pirate to the ground. Venom, who was nearby, turned around and slammed both fists into the pirate's head.

_Two down_, Spider-Man thought, _who knows how many to go..._

"Hugntress," another pirate said.

"What do they keep saying?" Spider-Man asked.

"They are saying 'Hunter' in their own language," Samus explained as she shot off a charged power beam at a Pirate that was dropping down from a building. The beam connected with the pirate and blew him back several feet. When he landed he did not get back up. "They are referring to me. That is what they call me."

"So you hunt them," Venom said as he punched one in the gut then over the back when it doubled over. "That implies you kill them too. We are beginning to like you more and more!"

Shooting off two shots from her ice beam Samus froze an incoming pirate in place. Blasting off a missile the pirate was blown to pieces.

"Yes," she said.

Spider-Man turned to her, "You can't kill them."

"They won't make the same consideration for you," Samus stated.

"We have to be better then them," Spider-Man countered.

"These pirates shouldn't even be in this universe. Back in mine they are already presumed dead and others have already replaced them."

Angry, Spider-Man turned around and launched himself at the nearest pirate. Shooting out two quick shots of web, he anchored the pirate's feet to the ground and jumping up punched the pirate in the jaw. Swinging around the pirate, he straddled its back. Clasping his hands beneath the pirate's chin he yanked himself back so hard that he ripped the pirate's feet from the web anchors. Landing on his feet he continued the trajectory of the throw to make the pirate fly over his head and smash into a car behind him.

His spider-sense went off and he dodged a beam that was aimed for his head. Looking to see where the beam originated from he saw several pirates crawling across the side of a building.

Shooting out a web line he pulled himself up to the building and took the pirates on. Clinging to the wall with one hand he swept the feet of three Pirates out from under them. Two of the pirates were not ready for that and fell to the ground twenty feet below. One landed on the sidewalk and the other onto the top of the car, smashing the roof in.

The third pirate managed to continue clinging to the wall. Standing on both feet Spider-Man advanced on it and punched it in the kneecaps. It went down, but still managed to cling to the wall. Slashing its claws out it tried to gut Spider-Man, but he was a step ahead of the pirate and did a back flip to avoid the claws.

Taking aim the pirate started shooting beam shoots at him with its free hand. Spider-Man continued to jump and dodge occasionally shooting out a web line to anchor himself back to the building. Finally Spider-Man got the upper hand.

He shot a web line out which attached to the pirate's head. Planting both feet firmly on the side of the wall he pulled up hard and was rewarded with the pirate being ripped from the side of the building. It traveled over Spider-Man's head and slammed into the wall behind him. Releasing the web line Spider-Man turned around to watch the pirate plummet to the street below.

Crouching so that both his hands and feet clung to the wall he began skittering down the building. _Glad that's over_, he thought. _I don't like fighting that way._

When he was almost to the ground he heard a woman scream. Not being able to see where it came from he crawled a few feet back up the wall. He heard the scream again and saw some rustling of leaves near the edge of the park.

Looking closer he saw Betty Brant stumble out of the trees and continue running as several pirates followed in hot pursuit.

Swearing, he said to himself, "Betty, can't you ever stay out of trouble?" and shot out a web line to swing to her rescue.

Betty hated running. Especially when she was running for her life. It happened way to often for her comfort. She was so focused on getting away that she did not notice the rubble in her way until it was to late. Her foot caught on some debris and she went sailing, colliding with the street.

Before the aliens or whatever they were had discovered Betty hiding in the brush lining Fifth Avenue she had been content to just wait there until they were dealt with.

After hopping off the roof of the car, she had tried making her way closer to the battle between Venom and Carnage.

_Not that it turned out to be much of a battle_, Betty thought.

No sooner had she gotten close enough to see what was actually going on then the giant ship had appeared over New York. She had stayed for a moment to see what was happening until the beams had stated shooting down and weird alien-things had started appearing. She took that as her cue to hide in the bushes.

From the spot she had found to hide she could see practically everything going on in front of her. She watched at Spider-Man and Venom along with the new superhero, she really should think of a better name, fought off wave after wave of the creatures. To Betty it appeared that the creatures were attacking them on purpose.

_Maybe it's because they are heroes_, she thought.

So intent was she about writing down everything she saw in her notebook that she missed the own glaring downside to the spot she was hiding in: it didn't do a really good job of hiding her backside.

She didn't discover this until she heard a twig snap behind her and turned around to discover several of the creatures had spotted her and were headed in her direction. She decided then and there her hiding place was no longer good and bolted, running in the direction of Spider-Man.

That was how she ended up sprawled out on Fifth Avenue as the creatures made their way towards her.

Betty turned around to face the creatures and scuttled backwards as they tried to encircle her. To late did she realize that directly behind her was a car. As she backed up against it she wondered if the next headline in the Bugle would be about her. _I can see it now… "Star Reporter Found Dead. Her Curiosity Did Her In"_, she thought.

That was until a familiar shadow appeared on the ground in front of her. She looked up expecting to see Spider-Man, but instead saw Venom standing above her.

"Pirate, the Brant woman is under our protection," Venom declared. Betty watched as, in one fluid motion, Venom leaped off the top of the car, shot out a web line and pulled one of the pirates straight up, grabbed it by the throat, flung it over the tree line into Central Park, and then landed in the circle the pirates had created around Betty.

Ducking down he grabbed a second pirate by the legs and swung it around him in a circle causing the pirate to bowl over the other ones in the circle. Standing up he eyed several more pirates that were headed their way. "Whose next?" he asked.

"Don't take all the fun away Brock," Betty heard Spider-Man say as he jumped over the car followed closely by the other superhero. Betty noted several tears and cuts in his costume. A tuft of brown hair was sticking out of the top of his mask. He clearly wasn't having a good day.

Betty once again watched as the mysterious superhero shot several beam like shots from a cannon. She noted the beams were similar to the ones the pirates were shooting off. The beams were red in color and when they impacted the pirates they left huge burn marks. After only two or three shots the pirates would fall to the ground burned to a crisp.

Meanwhile, Spider-Man was doing his typical acrobatic style of fighting as he jumped and flipped over some pirates to keep them off balance. Every so often he would shoot some webbing from his wrists and use that to take down a pirate or secure it in place while he dealt with another one.

With the three heroes working together it took them less than five minutes to deal with the pirates in the nearby area. When the last pirate fell, Spider-Man turned to Betty.

"Ms. Brant, two times in the same day. One would think you're trying to get close to me," he said. Betty imagined he was winking behind his mask.

Venom, who had come up to stand beside her, crossed his arms and laughed. "We know she has eyes for us," he said smiling.

Betty shuttered. No matter how nice he was being, Venom's smile always looked so vile. "In your dreams Brock."

"Please," he said, "when we are in this form address us as Venom." His tone was not joking.

Turning to the other superhero, Betty introduced herself. "Hi, I'm Betty Brant, reporter for the Daily Bugle." Looking the person up and down she asked, "What do I call you? I can't really go around calling you 'The Mysterious Superhero' that would just be ludicrous."

Spider-Man and the new superhero looked at each other and Betty watched as each nodded to one another. Spider-Man looked at Betty and said, "Her name is Samus. She is not from this universe. An incident happened that sent her and these Space Pirates," he motioned to the creatures lying on the ground, "to this universe."

Betty looked at Samus. "Nice to meet you."

"You too," Samus said.

Looking in the direction of the Daily Bugle, Betty sighed. "Okay, I'm going to make my way back to the Bugle and get my story to print. Hopefully you guys can stop this invasion so my story can be read tomorrow."

"You know we will," Spider-Man called after her as she made her way off of Fifth Avenue in an attempt to find a cab that would take her back to the Daily Bugle.

As Spider-Man watched Betty walk away he whispered to Samus under his breath, "That's why we didn't give her your real name." Looking up he asked, "Where did the big ship go?"

"Probably further south," Venom suggested. "Let's take a look from a higher vantage point."

After scaling a building bordering Central Park they came to find Venom's suggestion to be true. The ship was hovering over the New York Bay and the Hudson River. They also discovered that the pirates were attacking multiple points in the city. Several fires and explosions were occurring up and down the city.

"How are we every going to contain this?" Spider-Man asked. "There aren't enough of us to take them all on."

Samus pointed to the mother ship. "If we can get aboard that ship and destroy it the pirates will cease functioning."

"You make them sound like worker bees to the queen bee," Venom stated.

"They kind of are," she replied. Opening up a communications channel she said, "Adam, I need you to activate the ship and fly it to my location."

"Affirmative, My Lady," Adam responded.

Samus looked out over the distant horizon and saw her ship jet up from the trees and speed toward them. Within a minute the ship had reached them and landed softly on the roof. Beckoning them towards the ship she shouted, "Let's go."

"No," Venom said. "You guys go. We will swing over and meet you there. Perhaps we can take out a few of these pirates along the way."

Spider-Man nodded. "Sounds good. We will meet you over there. Try to cause some damage to their forces along the way."

Venom smiled. "We are good at causing damage."

"Before you go, let me get the two of you communication devices so we can stay in touch," Samus suggested. She jumped into her ship; grabbed two devices that were sitting near her command chair and then climbed back out. Handing Spider-Man and Venom each a device she said, "Put these in your ear."

Spider-Man lifted up his mask and put his in while Venom's symbiote separated near his ear so he could place his.

"Thanks," Venom said and jumped over the edge of the roof. Moments later Spider-Man and Samus saw Venom swinging in the direction of the bay.

Climbing into her ship, Samus quickly deactivated her suit and took her seat in the commander chair. Taking control of the ship she lifted it off the roof. Looking over her shoulder she told Spider-Man, "Better strap in."

As Spider-Man adhered himself to the ceiling of the ship, Samus pushed the control stick forward and the ship speed forward towards the Hudson River.


	22. Chapter 20

_**Flying Over New York**_

Samus's ship rocketed over New York towards Ridley's ship. As they drew closer several of the smaller ships exited from the mother ship and flew in their direction.

Several of the ships fired streams of energy at them. Samus pulled back on the control stick and sent the ship diving toward the streets below. Just before they impacted with the ground she pulled up out of the dive. Many of the pirate ships that had been following them did not.

"Wow," Samus smiled. "That was kind of fun."

Spider-Man dropped down from the ceiling behind her chair. "Speak for yourself," he said.

Samus took a quick glance back at him. "This from the man who swings from webs on a daily basis."

"There's a difference between a body free falling to the ground and a giant metal death trap speeding under its own power," he countered.

"Stop whining, we are coming up on the ship."

Spider-Man looked out the view screen at the massive ship. Studying the ship he wasn't really sure how it was just hovering there. The ship was huge and purple, with a big rounded middle section. On either side of the middle section were tiny, narrow wings that looked ridiculously small compared to the main body of the ship. The front the ship looked almost like a big mouth and as if it had heard Spider-Man's thought it opened and several of the smaller ships poured out from it.

As they flew toward the ship, Samus juked and jived to avoid the incoming fire. "Adam, I need you to find a weak spot in the hull and blow it open."

"Affirmative, My Lady. Running the scans now."

They dived under the mother ship and swooped up over the top. Twisting around one of the wings they skimmed back under the mother ship.

"My Lady, I have found a weak spot. Firing a missile now."

Spider-Man watched through the view screen as a missile shot from Samus's ship and impacted with the side of the mother ship exposing several decks. Any pirates near the explosion that were not incinerated were sucked out of the ship and fell to the bay below.

Samus guided the ship into one of the decks. As they landed the ship several Space Pirates surrounded the them.

Activating her suit and re-charging her energy she asked Spider-Man, "Ready?"

Placing the sonic gun against the side of the ship he replied, "Always," and jumped out of the hatch when it opened. The Space Pirates were about to learn what happened when they messed with his city. They would not know what hit them.

_**Park Avenue**_

Swinging down Park Avenue, Venom had to pick and choose the battles he fought. If he stopped to take out every pirate he saw he would never make it to Battery Park. The pirates he was passing up were just damaging property. The city or the property owners could deal with that.

Releasing his web line he shot another one and headed down Fourth Avenue. Hearing a scream he looked down to see four pirates encircling a car that appeared to be parked in the middle of an intersection. From the back window Venom could see two ladies desperately trying to hide from the pirates.

Letting go of the web line he descend twelve stories and landed on the roof of the car, denting the roof slightly and smashing out the windows. Balling his hands up into fists he jumped at the closest pirate and pummeled him into the ground. The pirate groaned as Venom stood up.

Shooting out a web line he webbed the second pirate's arms to its side and its legs together. The pirate fell over and wiggled back and forth. Jumping over to the downed pirate Venom kicked it in the head and it stopped struggling.

The women screamed again and Venom turned to see the third pirate attempting to stick its clawed hand into one of the smashed windows. Racing over to the car he grabbed the pirate's arm and wretched it from the window. A satisfying cracking could be heard as the pirate's arm was broken. Elbowing the pirate in the head Venom watched as it toppled to the ground.

Turning to the final pirate he let out a veracious roar. The pirate returned the roar and leaped at him. Venom sidestepped the pirate and as it flew past he webbed the pirates feet, pulled hard, and sent it flinging back in the direction it came from. The pirate impacted the ground leaving a pirate-sized impact crater.

Venom advanced on the car to make sure the women were all right and was rewarded with two high-pitched screams. Raising his hands to show he was no threat he said, "We are here to help you."

"But you're Venom. You're one of the bad guys," one of the girls squeaked out.

Coming up to the car and ripping the door off so the women could get out he replied, "Only to those who deserve it."

Stepping out of the car both women looked up at him. Then lunged toward him in a massive hug. "Thank you, thank you, thank you, thank you," they both cried.

Prying himself from the two women he stepped back and told them to get somewhere safe to hide. Shooting out a new web line he hauled himself up and continued his trek towards Battery Park.

_**Space Pirate Mother Ship**_

There were so many pirates, more than Samus could ever remember having to deal with all at once. Shooting out several shots of her power beam she sent a pirate flying over backwards bowling several more that were trying to come in through a hatch. Arming a missile she turned to Spider-Man and said, "Grab on to something."

"Okay," he replied and grabbed on to a nearby console.

Aiming her missile at a wall near the door, she fired it and watched as, on impact, it blew a huge hole and the pirates that were trying to get through the hatch were sucked out one by one.

"Nice trick," Spider-Man commented.

Waking through the hatch, Samus scanned the room ready to shoot anything that moved, but nothing did.

They travelled through several more sections of the ship, but did not find any pirates.

After several minutes of no confrontations with the pirates, Spider-Man finally commented to Samus, "Am I the only one noticing that there hasn't been any resistance recently?"

"I have noticed that too," she replied. Opening another hatch she dived and rolled through coming up to scan the whole room. Spider-Man walked in seconds behind her.

"Aren't you being a bit dramatic there?" he asked.

"This is just to frustratingly simple," she said. Something was not right and it was bothering her. There should have been several pirates yet they hadn't run in to any. _Ridley must be setting something up_, she thought.

"You're right there. Chances are they are setting up for a trap," Spider-Man suggested, almost as if he had read her mind.

Samus nodded in agreement. Opening yet another hatch they continued making their way through the pirate ship being ever vigilant for the trap they knew had to be coming.

_**Command Center**_

Ridley, sitting in his command chair, watched through his view screen as the Hunter and its companion traversed his ship.

He had pulled all of his pirates back into the command chamber in preparations for the trap he was going to set. His hope was that by the time they reached the command center the intruders would have let their guard down and it would be a simple task to apprehend and kill them.

Looking at another view screen Ridley watched as the black one continued making his way through the city toward his ship, defeating horde after horde of pirates. He growled and slammed his fist against the arm of his chair as he watched another group of pirates fall. This one was tough and he was going to have to send a special pirate to deal with him.

_I know just who to send_, he thought and got up from his chair. Beckoning his most powerful pirate to him he told it, Go down and greet the strange creature as it approaches our ship. Ridley laughed and smiled, I want to make sure we give him a gracious welcome.

The pirate grunted in acceptance and walked out of the command center.

_Soon_, Ridley thought. _Only a couple more minutes and those two intruders will be mine. _

Directing the last of his pirates into their hiding spots, he flapped his wings and flew to his hiding space high above his command chair.

_**Space Pirate Mother Ship**_

Opening another hatch in a long line of hatches Spider-Man looked through the door and saw that this room was different. There were several screens on a wall on the far side of the room. In the middle of the room stood a huge chair. By the size of the chair it was suggested that something big sat in it.

Spider-Man went to step through when his spider sense went off so hard it made his head hurt. It had been at a low constant buzz since they entered the ship, but now it had intensified. Thrusting his arm out he blocked Samus from going in.

Before she could ask what he was doing he mimed with his hands that there was a trap in the next room. Of course it took a couple minutes and for Samus to get seriously frustrated, as evidenced by her placing her fists on her waist in an aggravated stance, before Spider-Man could get his point across. When he finally did she nodded in understanding and readied her arm cannon.

Stepping through the hatch they were not surprised when they heard an ominous laugh. A giant, metal dragon-like creature dropped down in front of the chair. If Spider-Man had to guess, this was Ridley.

"Hunter, so glad you could join us," he said in a language Spider-Man could understand. "You are surrounded, but I hope that doesn't mean you won't put up a fight. I don't want your death to be too easy. There would no fun in that."

"It's you who will be defeated today," Samus countered back.

"No, today the pirates will see victory over this pathetic planet. My forces and I will deal with the two of you and I have already sent down my most powerful pirate, A Phazon Elite Pirate, to deal with the other one. We will dominate this city by night's end and within a week the rest of the planet."

"Seriously," Spider-Man mocked. "Even from a different universe he still sounds like every super villain I have ever dealt with."

Ridley growled and raised his hand above his head. "Time to die." Then he dropped his hand and in response dozens of pirates dropped from the ceiling above.

Spider-Man looked around and realized one morbid fact: they were surrounded with no way out. Balling his hands into fists he saw Samus raise her arm cannon as they prepared for the fight of their lives.

_**Battery Park**_

Venom reached the end of Broadway and landed in the middle of Battery Park. Above him was the Pirate's mother ship. Peering up at the ship he saw a hatch open and a monstrous pirate drop from the ship and land in the park ahead of him. The drop had be several thousand feet yet the pirate did not seem phased by the fall.

Venom looked up at the pirate, which had to stand at least three feet taller than him. It had a large chest and back, which flowed up behind its head like some sort of protection. Across it's upper back and shoulders were several large blue packets of some sort of gel-like substance. Those gel-like substances also appeared on its knees. Extending from each shoulder were large, monstrous arms that ended in three shape claws. The arms almost touched the ground.

Venom took a step toward the pirate, but before he could make a move the pirate jumped straight up in the air and when he landed a wave of energy shot out around him. Hitting Venom, the wave sent him flying backwards several feet.

_This looks like it will be fun_, Venom's other said. _I wonder if it has a spleen?_

"Only one way to find out," Venom said as he leaped at the monster.

_**Chinatown**_

After escaping the park, Carnage, Shriek, and Doppelgänger had once again used the sewers to navigate away from the park. After traveling a couple miles they had come back up to the surface right outside a beauty boutique shop. Upon a quick look around Carnage knew he was in Chinatown.

The confusion and sudden appearance by the ships in the sky had caused the streets to become completely empty and this made Carnage really upset.

Entering the shop they discovered two workers and a lovely couple hiding behind the counters. They quickly dispatched of the four and began to plan their next move.

Up on the wall in the corner of the store was a television that was turned to a news station. The news was covering the alien attack and one shot showed Venom getting his butt beat by a monstrous being in Battery Park.

Smiling, Carnage knew he had the perfect plan. He turned to the other two and explained his thinking. "We are going to make our way down to Battery Park. Dear old dad is in that park and by the time we get there I'm sure if he is not already dead it won't be to hard to finish him off." Carnage opened the door to the boutique shop and ushered Shriek and Doppelgänger out the door. As he shut the door he added, "And along the way we will kill any person or alien that gets in our way!"

Shriek and Doppelgänger laughed in enjoyment as they headed out of the shop making there way toward Venom.


	23. Chapter 21

_**Battery Park**_

Coming up out of the subway station near Battery Park, Mary Jane could tell it was a cluster. Ships were zooming up and down the streets and in and around buildings. There were dozens of aliens that Mary Jane could only assume were Space Pirates.

Looking all around she could see the pirates were causing all types of destruction. They were using their weapons to blow up several buildings and cars that were in the area.

Hearing a scream, she turned to see several people who were trapped in-between several pirates. The pirates were circling in on them. Every time one of the people tried to escape, the pirates would take a pot shot at them with their weapons. The result was that the person would be turned back into the group. There was no way out and it didn't look like these pirates were closing in for a hug.

Just ahead of the pirates Mary Jane spotted a fire truck parked near a fire hydrant. There were no signs of the firefighters who had accompanied the truck, but sitting on one of the running boards was a gigantic wrench.

Running up to the truck and grabbing the wrench, she proceeded to the fire hydrant, and using all her strength, she wrenched open the nozzle and let the water spray at the pirates. Several of the pirates were blown backwards by the force of the water and the rest were caught off guard. Mary Jane's distraction was enough for the trapped people to escape the circle and flee.

The pirates who were not sprayed by the fire hydrant recovered quickest and focused their rage on the nearest human, which happened to be Mary Jane. Spinning around she ran in the direction of the park, hoping against all hope that Peter would be somewhere in the area.

_**Daily Bugle**_

Betty got out of the cab and headed toward the doors that would take her into the Daily Bugle building. She was flipping through the notes she had taken from her two experiences as she walked through the doors.

"Betty!" she heard someone call out to her. She turned around looking for the person who had called after her and was pleasantly surprised to Robbie moving toward her. Strangely he was walking towards her as if he had also just come in from the street.

"I tried getting your attention as you were walking in, but you were to engrossed in your notebook."

"Oh, sorry," she apologized. "I was just reviewing my notes. Deciding how I am going to write my story."

"Well you're going to have more time to consider that idea 'cause I need you to get back out there. It sounds like the ship stopped moving down near Battery Park and there have been reports coming in of Venom swinging in the direction of the park. I have a feeling whatever this is that is happening is going to end by tonight and I want you down there to get the exclusive," he said.

Betty shut her notebook and put it in her pocket. "You got it!" As she was heading back out the door, Robbie called after her again. She turned around to look at him.

"Be careful," he said. "I heard about the incident on Wall Street."

She winked at him. "Nothing is going to stop me from writing this story." With that she walked through the doors, back out on to the street. Hailing a cab, she got in and prepared to enter the war zone again.

_**Command Center of Ridley's Ship**_

_Ridley is one tough baddie_, thought Spider-Man as he shot out another web line, probably his fiftieth since the fight with Ridley had begun. From the start the battle had not gone in his or Samus's favor. When Ridley had ordered the pirates to attack, roughly two-dozen pirates had dropped from the ceiling below. Twenty-four pirates and a really large metal dragon right out of medieval myth in a command center about the size of a three bedroom apartment did not leave much room for maneuvering.

Samus had immediately started firing at some of the pirates, but her beam did not work. Something about the pirates only being susceptible to one type of beam weapon, he had heard her quickly explain as both of them dove behind some containers stacked near the door they had entered through. Poking his head up to look over crates to count the number of pirates he had discovered there were seven purple pirates, nine red, three white, and five yellow. If what Samus had said was true, and why would it not be, it looked like they had a long fight ahead of them.

Jumping out from behind the crates, they had immediately gone to work taking down the pirates. Samus had changed from one beam to another firing at pirate after pirate as Spider-Man clung to walls, ceilings, and random pirates as he jumped around the room punching and kicking pirates in the head, arms, legs, and guts. A couple times he managed to snag a pirate with a web line and sent it flying through another group of pirates bowling them over.

There was just one problem they were having an issue with: Ridley. He kept shooting streams of fire out of his mouth and had it not been for Spider-Man's spider sense he would have already probably been a crispy, fried human spider. He wasn't even sure how Samus was continuing to dodge all the incoming attacks.

Focusing back to the situation at hand, Spider-Man grabbed a hold of the web line he had shot, which had attached to the back of Ridley's neck. Ridley felt the web line attach and quickly shook his head from side to side trying to disconnect the it. Spider-Man was swung back and forth as he climbed hand over hand, trying to reach the metal dragon's back. _Thankfully I can stick to just about anything_, he thought.

As he climbed he looked down to see how Samus was doing and didn't like what he saw. Four pirates surrounded her, each of a different color. Deciding to change tactics, Spider-Man relaxed his body and allowed himself to flow with Ridley's shaking head. In no time he had enough momentum to shot himself towards Samus.

"Heads up," he shouted at he knocked one of the pirates over. He didn't give the pirate a chance to recover as he mercilessly beat the pirate until it could no longer stand. Standing up he turned to face the rest.

"Duck," Samus told him as an intense energy began to engulf her. Spider-Man did not have to be told twice, especially with his spider sense tingling madly at the base of his skull. He dropped to the ground as Samus jumped in the air and began bouncing around the room, never actually touching the floor. Whenever she came into contact with a pirate the pirate was scorched beyond recognition and usually severed into multiple pieces. When the energy had dissipated, Samus stood among the remains of at least seven pirates.

Ridley roared in anger and swiped one of his large clawed hands at Samus who did not notice until it was to late. She was sent flying into a nearby wall. Spider-Man jumped to her assistance, standing guard over her as she began to rise up, facing down Ridley.

"Stupid human," Ridley growled, "Your life will end today."

"Many have said that, yet here I stand," Spider-Man replied as he jumped at Ridley ready to take the monster down.

_**Battery Park**_

Venom was not having a particularly troubling time with the pirate, he just couldn't seen to land a punch. Each time he would get close the pirate would jump and send out a shockwave that always required Venom to lose any ground he had gained. And its massive reach was not helping either. With the pirate having a reach of at least two and half yards, getting close up to the body was difficult as well.

_At the rate this goes Parker will have to come rescue us_, Venom's other chided him.

"Don't you think we already know that," Venom replied.

Looking around, an idea began to form. At the moment they were nearly in the middle of the park and there was no way for Venom to get above his attacker. _But if we could get us over to one of the buildings, so we can get some height..._

_Yes!_ Venom's other commented.

The idea was set. Now all Venom had to do was lure the creature over towards one of the buildings. Sending out several tendrils, he wrapped them about the leg of the pirate and pulled as hard as he could. His maneuver paid off as he watched the pirate topple over.

"Ha!" He called out to the pirate. "Looks like we finally took you down a peg."

The pirate roared and swiped out a clawed arm toward Venom who jumped backwards out of reach.

"Doesn't seem like you can get us," Venom taunted. As he jumped back even further, he added, "Why don't you come get us!"

Venom could tell now that the pirate was extremely angry as it hauled itself back up to its feet. It began running after Venom who continued to jump further and further back, drawing the creature out of the park and into the street. Once he had the pirate where he wanted Venom proceeded to climb the nearest building.

Once he guessed he was about twenty feet up and before the pirate had the chance to get close enough to the building to crawl up after him, he pushed off from the side of the building aiming towards the pirate. As he began to fall he shot out several web lines that wrapped the pirates arms, which were raised up in his direction, in several feet of webbing. If he wasn't in such mortal danger, Venom might have laughed to himself as the pirate now looked like it had the arms of the Stay Puft Marshmallow Man from the _Ghostbusters _movie.

Aiming himself like a missile, Venom impacted his feet against the pirate's head and followed him down to the ground. As Venom pulled himself up he thought he finally had the upper hand, until he heard the maniacal laughter coming from just down the street.

Carnage's laugh.

Looking down the street he saw Carnage, Shriek, and Doppelgänger approaching toward the park. There were several bystanders who were trying to run or hide from him, but were having a hard time doing so because of pirates swarming the streets. Venom watched in horror as Carnage impaled whomever or whatever was in his path, human or Space Pirate.

He heard a scream and looked up the street closer to the park. Running from a group of Space Pirates was a pretty red head.

_Is that—_ Venom's other began to say.

"Yes it is Parker's wife." Venom jumped up off the pirate and began making his way towards her. "If we do not save her, Parker will never forgive us."

Before he could get close to Mary Jane, Venom was taken by surprise when the Space Pirate he had just been battling, reached out with a clawed hand it had broken free from the webbing, and grabbed him around the legs and with such force flung Venom over the park and into the Hudson River.

_**Command Center of Ridley's Ship**_

Samus was impressed by the strength with which Spider-Man was able to continue fighting. After going through more than a dozen Space Pirates he still had the strength to take on Ridley by himself.

Samus cursed at herself. Had she not been so stupid and paid attention to her surroundings she would not be in the predicament she was in and Spider-Man would not be facing Ridley on his own.

As she stood she checked the display readouts on her visor's HUD. That swing had taken more out of her than she had first thought. She was down to four full energy tanks and her fifth one, the one she was currently drawing energy from, was at forty-two percent.

She watched as Spider-Man swung and looped around Ridley's neck staying just out of reach of his sharp teeth and claws and tail. Once again she was astounded by just how well he was able to avoid Ridley's attacks. Coming from someone who had been in many fights with Ridley she knew that was not an easy thing to do.

Out of the corner or her eye she saw two of the remaining Plasma Beam Pirates take aim at Spider-Man. Switching to her plasma beam she took aim and fired a shot at one of the pirates who was knocked backwards. The other pirate looked around in confusion. _It must have forgotten I was here_, she thought and taking advantage of the pirate's momentary confusion charged up her plasma beam and released the shot. The pirate was incinerated in place. The second pirate picked itself back up and Samus aimed two more shots and watched as the pirate turned into an extra crispy pirate and fell to the ground.

Quickly switching her visor to its scan function she swept the room to see how many pirates were left. Besides Ridley there were only three Power Beam Pirates and four more Plasma Beam Pirates. Looking above the four plasma pirates she saw several crates hanging from the rafters of the command center. What was even better, both sets of pirates were standing next to their twins. She decided she could make this work for her,

Switching to her power beam she charged up a shot and with a press of a button she released a super missile that streaked toward the three Power Beam Pirates. Her aim was perfect and she watched as the super missile impacted near the three pirates and blew each of them in a different direction. None of the three pirates got back up.

The explosion caught the attention of the four Plasma Beam Pirates and Ridley who stopped trying to attack Spider-Man and turned to look at her.

"So the Hunter has found new breath," he sneered.

"Yes Ridley I have and I'm going to use it to destroy you." She switched back to her plasma beam and aimed for the lines that were holding the crates above the floor and watched as the crates squished the remaining four Beam Pirates. _Squished is squished_, she thought. _There's no coming back from that._

Ridley roared in anger as he realized all of his troops had been defeated and he was the only one left. Samus lifted her cannon and took aim at Ridley ready to help Spider-Man defeat him. Just before she was about to take her first shot a voice crackled over the com-link in her ear.

"Parker, you need to get down here," Venom said. "This pirate I am facing is a tough one. I just hauled myself out of the Hudson thanks to it. Disgusting. But that is not the problem. Carnage has also shown up. Also for whatever reason your wife is in the area too."

Samus looked up at Spider-Man and could tell from his body posture that he had heard what Venom had said. He let go of his web line and landed beside Samus.

"Samus I –"

"Say no more, you need to get to your wife." Changing to her power beam she charged up the weapon and released another super missile, this one aimed at the wall on the opposite side of the command center. The missile hit and blew a hole to the outside. Looking down at Spider-Man she said, "Go. I can handle Ridley on my own."

"Thanks," Spider-Man nodded. He turned to the hole, sprinted across the command center, and jumped out.

_Even at several thousand feet above the ground he still jumps out to save someone with no regard for his own life_, she thought. Turning back to Ridley she aimed her cannon and said, "Just you and me Ridley. Time for you to die...again." Charging up her power beam she ran at him and fired.


	24. Chapter 22

_**Dropping Several Thousand Feet Above the Hudson River From Ridley's Ship**_

_Perhaps__ this wasn't this best idea I could have come up with_, Spider-Man thought as he dove to the ground below. Adjusting the nozzles of both his web shooters, he shot out several web lines and fashioned himself a makeshift parachute. As he glided down he could see the chaos that was unfolding below him.

In the middle of the park he could see Venom attempting to take down the pirate that Ridley had sent to keep him occupied. Just up Broadway he could see Carnage, Shriek, and Doppelgänger tearing up the street and causing general havoc as they made their way towards Battery Park. Searching around he was not able to spot Mary Jane from his current height, but he knew she was down there somewhere and knowing her most likely in the thick of the battle.

_If she gets herself killed I will personally have Stephen Strange resurrect her simply so that I can murder her again._

Arcing his glide, he descended toward Broadway Street and Carnage. Once he reached a height where buildings were abundant, he readjusted the nozzles of his web shooters, let go of his parachute, shot out a web line, and swung to the side of a building. Pulling out his camera once more, he attached it to the side of the building.

With the camera secure he shot out a new web line and swung toward Carnage. As he descended he swung his body forward and kicked Carnage in the chest so hard that when he landed he was half a block up Broadway. Shriek and Doppelgänger advanced on Spider-Man, but a few well-placed web globs made sure they would not be bothering him or anyone else for a few minutes.

Advancing on Carnage, Spider-Man said, "Today this ends Kasady. I'm sick of all this destruction you have created."

Carnage laughed as he stood up and faced Spider-Man. "Oh poor insect. I promise that by the time we are through you will no longer have any feelings towards anything. I also promise you will be dead."

"In your dreams you psycho," Spider-Man retorted as he launched himself at Carnage. Landing just in front of him, he threw a punch that should have connected with Carnage, but instead he hit nothing but air. Carnage wrapped a tendril around Spider-Man's wrist and, picking him up, he slammed him back down into the ground.

Wrapping a second tendril around Spider-Man's other wrist he said, "Don't worry your pretty little webbed head, I don't plan on killing you just yet. You have caused me so much pain and misery over the years that I am going to finish you off slowly. You will watch as I destroy your precious little city and everybody you hold dear."

"The problem with people like you Kasady, is that you can never get enough of your own voice and that makes you vulnerable," Spider-Man replied as he twisted his hand to face Carnage and double tapped his web shooter sending out a glob of webbing that covered Carnage's entire face.

Carnage yelled in frustration and the tendrils holding Spider-Man up in the air released him and he dropped smoothly to the ground. Running up to Carnage, he threw a haymaker punch that once again knocked Carnage several feet back. Spider-Man watched as he landed and skidded across the ground, but this time he did not get back up immediately. He was to busy trying to get the webbing off his face.

Spider-Man jumped up and came landing down on Carnage's gut. The monster let out a groan, but instead of slumping over defeated Carnage shot out several sharp tendrils in every direction. Had it not been for his incredible agility and speed, Spider-Man would have been shish-kabobed. Doing a couple back flips to put some distance between him and Carnage, Spider-Man looked around to take count of what was going on.

Shriek and Doppelgänger were still stuck in place thanks to his webbing, but it was clear they were quickly working through it and would probably be out of it in no time. Venom was still a couple blocks south in the park dealing with the pirate, but it looked like he finally had the upper hand.

Quickly scanning the area he tried to spot Mary Jane. This time he was successful. Just a block south of him he saw her with several other people. Three Space Pirates were chasing them. He noticed that Mary Jane was fending them off with what looked like a fire extinguisher. Where she had gotten that he had no idea, but it seemed to be working. That is, until one of the people she was with tripped and sent the entire group to the ground. The fire extinguisher flew from Mary Jane's hands and the pirates advanced on her.

Spider-Man moved into action, but before he could even get five feet a tendril reached out and wrapped itself around his ankle. It pulled hard and Spider-Man's feet flew out from under him and he slammed into the ground, the air being knocked out him. Woozy, he tried to get up, but found that his arms and legs were pinned to the ground.

He heard Carnage laugh and looked to the side to see the monster's feet walking up beside him. Kneeling down next to his head, Carnage said, "Always trying to save everyone to the point that you don't pay attention to what's going on around you."

Grabbing Spider-Man's head, Carnage jerked it up so he could see what was going on around him. Doppelgänger had managed to free himself from the webbing and was helping Shriek to do the same. Carnage turned his head, so he could see the pirates that were closing in on Mary Jane. He saw her look toward him and the fear in her eyes was enough for Spider-Man to force himself up.

Before he could get up; however, Carnage pushed his knee into Spider-Man's back and forced him back down on the ground. "I told you I wouldn't kill you quickly insect," he laughed. "Now you get to watch as those around you suffer and die, both at the hand's of my family and at the hand's of these aliens."

Once again, Spider-Man struggled to get up, but was unable to and watched helplessly as Shriek came closer to being free and the Space Pirates continued maiming and killing the people around them.

He locked eyes on Mary Jane as the three Space Pirates surrounded her and the group of people she was with. _Mary Jane_, he thought, _I'm so sorry._

_**Battery Park**_

Betty climbed out of the back of the cab, a cab she once again had to beg and plead with into bringing her to the scene of a battle. At the rate she was going with tip money, she'd be broke by the end of the day. Looking around she saw several Space Pirates destroying all sorts of property and generally creating as much havoc as possible. In the middle of the park she saw Venom going toe to toe with a strange looking pirate.

Deciding to check that out, she started making her way to the fight. As she got closer she saw several pirates start to descend on Venom's position. Whether they thought the other pirate needed their help or not, Betty was certain they were going to try and gang up on Venom.

Finding a door to a building bordering the park open, she slipped inside and found the stairwell. She climbed the stairs to the sixth floor, believing that would give her a good vantage point to see what was going on. Opening the door, she saw she was in some kind of office space with desks, chairs and file cabinets scattered around the area. Clearly whoever had been in here had left in a hurry because there were papers scattered all over the floor and several of the computers had been left on. Making her way past the desks and file cabinets toward the windows she looked down to see Venom inundated with pirates.

The big pirate didn't seem to have any sort of beam weapon like the other pirates, but it's reach was clearly to its advantage. Betty watched as three normal sized pirates decided to try and sneak up on Venom. That was the worst mistake they could have made, because Venom appeared to not notice them sneaking up, but at the last minute he turned on them and shot out several web lines that stuck each pirate to the ground. Then, one by one, he picked up the pirates and threw them at the bigger pirate. Unfortunately, that did little to slow or stop the big pirate. Instead, it just seemed to make it angrier as it swatted each of the incoming pirates away with its huge hands. Each pirate that it struck was sent flailing into the Hudson River, several yards away.

Looking around the park, Betty noticed that the other pirates, the ones who had watched what Venom had done to their compatriots, decided to back off and let the bigger pirate take care of him. The pirate jumped in place and sent an electrical shockwave out several feet and shook the building Betty was in. She watched as Venom tried to jump over the shockwave, but either he misjudged how tall the wave would be or he hadn't been able to time his jump just right, because the shockwave caught his foot and he tumbled to the ground. The pirate jumped, aiming to land on Venom, who at the last moment was able to send several tendrils out and stop the pirate in midair. The pirate slashed at the tendrils, but could not release itself from Venom's grip.

Betty pulled a camera from her jacket pocket. She had learned many years ago that she could not always count on Peter to get the shots she needed for her stories and since she hadn't heard from him since leaving the voicemail on his phone earlier that day, she couldn't assume he would be here taking pictures. _After all_, she thought, _we all know what assuming does._

Raising the camera up she steadied her shot and pressed the button. The camera flashed and clicked as the picture was taken. Putting the camera down, Betty looked back up to see the pirate staring in her direction. In fact, to her, it almost looked like the pirate was staring directly at her as if it could see her all the way across the park and six stories off the ground.

The pirate intensified its struggle to release itself from Venom's hold. Slashing at Venom's tendrils one more time it was finally successful at escaping the tendrils; however, instead of turning back to face Venom, the pirate began advancing toward Betty's position. She watched in horror as it reached the edge of the park, jumped onto the side of the building and crawled its way toward her. When it reached the sixth floor it smashed the window in and crawled inside. The pirate was so big that it was not able to stand up straight in the room and it had to hunch over, it's massive shoulders and back skimming the ceiling of the office space.

Betty quickly hid behind some file cabinets, but that did her no good. The pirate slashed its clawed hands back and forth knocking over desks and file cabinets. Betty darted out from her hiding spot and made a beeline for the emergency exit. Before she could get there, the pirate reached out and grabbed her around the waist. She let out an ear-piercing scream and the pirate dragged her toward it.

"Leave the woman alone," Betty heard Venom say and looked toward the window to see him crawling in through the hole the pirate had made. He grabbed for the pirate's arm and tried to shake Betty loose, but was unable to. The pirate turned to face Venom and backhanded him so hard, Venom was sent flying through a wall and out of the building.

The creature turned to stare at Betty, then as quickly as it had dispatched Venom, it tossed her out of the hole it had created. Betty screamed as she fell to the street below, resigning herself to the fact that she would probably end up in the Daily Bugle tomorrow under the obituaries headline.

_**Broadway Street**_

Mary Jane watched in horror as Carnage grabbed her husband's head and slammed it into the ground, then picked it back up and pointed it in her direction. She was unsure what was going on over there, but she knew Peter could see her and she knew he was trying to do everything he could to rescue her. But his best was not good enough at the moment.

Mary Jane turned back to the pirates that were advancing on her. Several of the people she had rescued earlier were stuck with her as well. It did not matter how far or how fast they ran, the pirates seemed to keep on coming. Scuttling backwards, Mary Jane did her best to keep the pirates from grabbing her, but the people in front of her were not moving fast enough. When they had been knocked down, several had been hurt and could not move as fast as they had. Those that had not been injured managed to get up and take off with no regard to the people they were leaving behind. Mary Jane was not about to do that. She had stuck with the injured, trying to help them, but she was unable to do so. The pirates were closing in on them.

Ushering the group onward they continued trying to evade the pirates, but soon several pirates were closing in on them and they were backed up against a wall. Looking around, Mary Jane spotted a door into the building and beside the door lay a metal pipe. A thought occurred, _If we can get into the building, I could probably use that pipe to keep the door shut. It may not protect us indefinitely, but it should buy us some time._

Grabbing for the pole, Mary Jane was too slow and a pirate grabbed her by one of her wrists and hoisted her up so hard her shoulder was nearly dislocated. She screamed in agony as the pirate lifted her up so that they could look at each other eye to eye. In the distance Mary Jane heard Spider-Man let out an aggravated yell.

The creature pulled Mary Jane right up to its face and began sniffing her, its drool slobbering out of its mouth and onto her hair and clothes. It pulled her away and licked its lips. Mary Jane got the unsettling idea that it was sizing her up as a meal. She could just image the thoughts going through the Space Pirate's head about how it would be cooking her up and serving her out to its comrades on a silver platter.

Mary Jane decided she was not going to let that happen. Looking around she tried to find something she could use to break the pirate's grasp. Looking down she saw her feet were right in line with the pirate's crotch. _I wonder..._ she thought.

Aiming for the pirate's crotch, she kicked as hard as she could and was granted the results she was hoping for. The pirate dropped her and doubled over in agony and began making a sound that could be described as both coughing and hacking at the same time. _Looks like no matter what universe you hail from, that move apparently works._

Using the new time she had just acquired, Mary Jane rushed to the door and picked up the pipe. Motioning for the others to follow she opened the door and guided them in. When they were all inside the building, she ran in after them and shut the door stuffing the metal rod between the handles on each door to secure it in place.

The door rocked back and forth as the pirates tried to gain access, but after a few seconds it appeared that the door would hold for a while. Looking at all the people who had entered the building with her, she said, "Let's head further in. Maybe we can find a safer place to hide or a vending machine or two we can break into."

Her last comment brought about a few much-needed laughs as they slowly made their way into the interior of the building.


	25. Chapter 23

_**Battery Park**_

Venom shot out a web line to keep himself from splattering into the street below. He couldn't believe he had let the pirate take him like that. That had just been to shameful. As his web line connected to a building and he brought himself up out of his fall he heard a scream and looked over his shoulder to see Betty Brant being flung out of the hole he had originally crawled into.

_That woman is never going to learn is she?_ Venom's other said.

"No probably not," he replied. Shooting out a new web line he swung his way over toward Betty and grabbed her several feet above the ground. It took her a moment to register that she had been saved and to stop screaming. Venom continued his swing upwards and landed on the roof of a building near the one they had just been thrown out of. Seeing a door to a stairwell with a padlock on it, he walked over and ripped the lock and door off all at once.

Turning back to Betty he crossed his arms. "Think you can try to stay out of trouble this time Ms. Brant?" he asked.

"I'll try my best," she said as she walked through the door. Before heading down the stairwell, she turned back to Venom. "Do me a favor and knock that creature into another universe."

"I plan to," he said and turned around heading to the edge of the roof. Looking over the edge he saw the pirate climbing out of the hole and begin to look around. He was unsure of whether the pirate was looking for him or something else to destroy, but he was certain that he needed to take care of the creature once and for all.

Before he could jump off the roof and attack the pirate, a crackling came from the earpiece Samus had given him before they were separated. Samus's voice came over the com-link.

"Venom, any luck defeating that pirate?" she asked.

"Not really, no," he replied. "How's it going with blowing up that ship."

"Having a bit of difficulty at the moment, but I may know a way you can put that pirate down once and for all."

"I'm all ears."

"Ridley said he sent a Phazon Elite Pirate. Do you see the globs of Phazon on its shoulders and knees?"

"If you are referring to the blue globs then yes I do."

"The last time I fought one of those creatures I had to divert a lot of energy into those packs of Phazon. Try to find some sort of energy you can use to overload its system. That will cause the pirate to essentially burn up from the inside."

Spotting some power lines running beside the park Venom said, "Got it. I have a plan. Thanks!"

"No problem," Samus replied and then the transmission was cut off.

Jumping for the rooftop he swung over to the power lines and landed on one of the three lines. Venom could feel the power coursing through the lines and knew that if he was going to make this work he was going to have to time it just right.

"Hey Ugly," he called out to the pirate who had finally managed to crawl out of the building and get back down to the ground. The pirate looked up at him and roared.

Jumping to one of the poles holding the power lines up, Venom grabbed hold of one of the wire and pulled as hard as he could. Once the wire was loosened enough he would have to jump back to one of its companions without touching the exposed end. If he did not time this perfectly, he would be electrocuted. Even his symbiote could not save him from that.

As the wire began to pull loose, Venom repositioned himself to get ready to jump. Once the wire was properly loosened he jumped pulling it with all his might. The wire ripped loose and Venom landed on the middle of the three power lines holding the now exposed end of the torn wire above his head.

Looking down at the pirate he yelled, "Hey Ugly, time to die."

The pirate roared and raised its hands. It looked like it was preparing to jump toward Venom, but before it could Venom jumped off the electrical wires toward the pirate. As he descended toward the pirate he aimed the exposed end of the power line at the Phazon pocket on the pirate's right shoulder. He landed on the pirates arm and rammed the wire into the Phazon pocket. Letting go of the wire, he did a back flip off the pirate's arm and leaped to the ground several feet away.

He watched as the Phazon Elite Pirate shook as the electricity from the city coursed through it. The transformer attached to the electrical wires blew and several lights in offices surrounding the park sparked and went out. The pirate stopped seizing and fell to the ground, smoke rolling from the Phazon pockets on its shoulders and knees and from its eyeballs.

He walked over to the pirate and kicked its leg. It did not move and Venom was convinced that the pirate was dead. _Now to deal with Carnage_, Venom's other said to him.

"Yes," Venom agreed, but before he could take a step toward the location he last saw Carnage several pirates dropped from buildings and trees to surround him. These must have been the rest of the pirates that had tried to attack him while he was fighting the elite pirate. They had come back to finish the job their comrade had failed to complete.

"Bring it on!" Venom exclaimed as all the pirates jumped him at once. A gleeful smile spread across Venom's face as he was buried by a horde of Space Pirates.

_**Command Center of Ridley's Ship**_

Samus shot another charged power beam at Ridley and watched as yet again it bounced off his metal body. She changed to her ice beam and repeated the shot with the same effect. Whatever Ridley's body was made of this time, it was clearly designed to repel her weapons. She jumped out of the way as he swiped a claw at her. This was how it had been going since Spider-Man jumped out of the ship. Shoot a beam or two, watch it bounce off his metal body, then jump or dive to miss getting thrashed by either his claws or tail.

Samus needed a new plan and she needed one quick. She wasn't sure how much longer she could continue at the pace she was going. Already Ridley had nicked her a couple times and knocked her energy levels down a full tank and a half. The pirate leader swished his tail at Samus once more and she jumped over it doing a backflip to land on a pile of crates behind her. Bringing up her cannon she charged a power beam shot and aimed it straight at Ridley's right eye. She took the shot and watched in dismay as he brought up his hand and deflected the bolt.

She needed to figure out how to defeat him. Where was she going to find a weak spot that Ridley would have trouble defending? Thinking back to her encounter with the pirate leader during her first exploration of Tallon IV she remembered one of the ways she had managed to expose Ridley's chest where is power cell usually resided. She had shot him in the mouth. Looking at Ridley's chest she saw it was covered by a metal plate. On Tallon IV that metal plate had not been there.

Switching to her scan visor she once again ducked to avoid a claw swipe. When she came back up she focused on the metal plate in the center of Ridley's chest. As her visor scanned the object, it displayed information on her HUD:

RIDLEY POWER SOURCE BEHIND METAL PLATE

METAL PLATE INFUSED WITH CORODITE MATERIALS

Corodite? Samus thought to herself. _That is the material my super missiles are designed to destroy._ An idea began to form as Samus jumped to the set of crates she had dropped on the unsuspecting Plasma Beam Pirates not long ago. Holding her cannon behind her back she began to charge of a power beam shot.

"Hey Ridley," she shouted up at him, "what do you plan to due after you have invaded this world. Your kind doesn't exist in this universe. In our universe you'll still be seen as the cowards you are. The species the humans defeated. You will never know the honor you wish to have."

Ridley turned to face her. "How dare you speak to me, the leader of the Space Pirates, like that?" He let out a loud roar and Samus took her shot. The charged power beam flew into Ridley's mouth. He began coughing and brought his hands up to his throat. Samus charged another power beam shot and pressed the button to activate her super missiles. Locking on to Ridley's chest, she released the button and let loose a super missile that flew directly toward his chest. The missile impacted with the metal plate covering his chest and blew it off reveling the red, glowing power source behind it.

Ridley grasped at his chest and glared down at Samus. "It seems you have found my weak spot Hunter," he coughed out. "Make no mistake you will not defeat me again." With renewed strength, Ridley stood back up. Flexing his massive wings he swooped up in the area. His tail, which was usually fluid, locked up into a long, steel, pointy spear. He aimed it at Samus and began swooping down at her, attempting to impale her.

Samus dove out of the way and activated her com-link. "Adam, I need you to take control of the ship and lock on to my position. When you have done that you need to start firing on that position."

"My Lady, you can't be serious. You could be killed if I do that," he replied.

"I'll be fine. I just need you to cause a distraction for me. Trust me."

"Okay," Adam hesitantly agreed. "Hang there a couple more minutes while I get the ship in position."

"I will," she responded as she shut down the com-link and dove, completing a tuck and roll to the other side of the ship. She stood up and turned to face Ridley who was slow at turning around. The cramped space of the command center was no place to properly fly around.

While he turned around, Samus continued to pelt him with beam shots hoping that one would hit a mark and take him down. To her dismay nothing worked and when he finally got turned around his hands were clutching his chest, making it impossible for her to lock onto his power source and fire.

"You are trapped Hunter and it is only a matter of time before your energy dwindles. You are still flesh and blood whereas I am metal. I will never falter. I will never get sleepy. And I will destroy you." He reached out to grab Samus with one hand at the exact time the command center shook. Ridley was caught off guard and tumbled to the side. He slumped against the side of the ship.

Samus managed to steady herself and ran towards Ridley hoping to take advantage of his sudden distraction. As she climbed up his leg she saw that his power source was free and exposed. She raised her cannon and switching to her plasma beam she prepared to fire.

Suddenly, a hand swooped out of nowhere and grabbed Samus pinning her arms at her side. Ridley cackled as he picked himself up. Grasping Samus with both hands he began so squeeze. Samus could feel the pressure of his grasp as he slowly tightened his grip around her. Her suit's alarms started to sound as her energy dwindled. At the rate her energy was dropping she'd be a Samus pancake in under a minute.

Wiggling her arm cannon back and forth she managed to squeeze it between Ridley's claws. Trying to lock on to his power source she discovered her targeting function was malfunctioning. Without her targeting function she would have to pray she was aiming in the right direction. Powering up her plasma beam, she aimed where she believed the power source was located on his chest and fired. She was rewarded with Ridley making a sickly coughing sound and his grasp on her loosened.

Dropping from Ridley's claws she watched as the pirate leader leaned against the side of the ship and slumped to the ground. She walked up his leg and stood on his chest peering into his eyes. He tried to make a sound, but all that came out of his mouth was a gasp.

"You will never win, Ridley," she said to him as he lay dying. "The pirates will never regain the honor they once had. Your species is weak and one day I will wipe you all from the face of the universe."

She charged up her plasma beam and fired one more shot into his power source. Ridley took one last breath and slumped further down as a death rattle escaped his lips. Samus watched as the bright light in his eyes faded away. She them climbed down off his body and made her way to the computer consoles. She slaved the ship's controls to those of her suit and set the self-destruct sequence for one minute.

Walking back to the hole she had blown open for Spider-Man, she opened her com-link and said, "Adam I have set the self destruct. Lock on to my position and pick me up. You will be doing a fly-by pick up."

"Understood, My Lady," Adam replied.

Samus hit the control and started the self-destruct sequence. The computer rang out over the intercom, "The ship will self destruct in t-minus sixty second." Samus armed a super missile and shot it at the computer, ensuring no one would be able to stop the self-destruct. She then jumped out of the ship and fell to the water below, watching as her ship descended to pick her up.

_**Broadway Street**_

_Thank god Mary Jane got away_, Spider-Man thought. His wife had escaped into a close building several minutes ago and for that he was most thankful. Unfortunately, he had been unable to escape from Carnage's grasp. Every time he tried to push himself up, Carnage would just shove him back into the ground. He watched helplessly as Doppelgänger freed Shriek and began once again murdering innocent people who had not been able to escape the streets when the Space Pirate attack began.

"Watch, you pathetic bug, as everything you cherish is destroyed around you." Carnage forced him to watch the destruction taking place around him. "I will only kill you when everything you care for is destroyed around you and you have realized you could have stopped it...if only you had killed me when we first met long ago"

Spider-Man decided right then and there that Carnage would not get way with this. Gathering up his strength for one more push, Spider-Man yelled out as he shoved himself off the ground and several feet into the air. Carnage was so surprised by the move that he fell off Spider-Man's back and the tendrils gripping him also released. Carnage flailed to the ground and slammed into the street as Spider-Man landed gracefully beside him.

"For the thousandth time Kasady, spiders aren't insects, they aren't bugs, they are arachnids." Spraying down several feet of webbing over Carnage he continued, "Now be a good little serial killer and stay here while I deal with your family."

Spider-Man bounded down the street toward Shriek who was releasing one hypersonic screech after another at pedestrians on the street. Anyone caught in her blast were sent several feet down the street, left to land haphazardly on the concrete. Most did not get back up.

He tackled her to the ground and punched her in the gut before she could release another screech. She coughed as the air was pushed out of her lungs. Webbing her mouth shut he said, "You're done Shriek. It's time for you and your little family to go back behind bars." She glared at him in disgust.

His spider sense tingled and he rolled over top of Shriek and landed on his back. Looking up he saw several sharp claws swipe where he had just been. Doppelgänger had come to Shriek's rescue. Spider-Man quickly got up and turned to face Doppelgänger. The creature snarled at him and leaped trying to slash at his chest, but Spider-Man was too quick. Shooting out a web line he snagged on of Doppelgänger's clawed arms and began swinging him around in much the same way a cowboy would swing his lasso.

"Woot!" Spider-Man shouted. He continued in a very fake cowboy accent, "Look at what us here cow-folk were able to dredge up. A bonafide spider-monster. Yeehaw!" He released his web line and watched as Doppelgänger flew into a nearby wall and slide down. He did not get back up.

Turning back to Shriek he was greeted with a hypersonic screech to the body. He spun head over heels backwards until he hit a parked car several feet away.

"Ouch," he said. "Did anyone get the number of that taxi?"

As he crawled back up Shriek advanced on him. "Oh you poor little insect, have we seen better days?"

Spider-Man sighed, "Do I have to give you the same speech I gave your boyfriend. Geez, maybe I need to see about having SHIELD install a science classroom in the Raft for you guys."

Before Shriek could respond a huge explosion occurred overhead, which sent a shockwave several blocks down the street and many windows could be heard shattering from the impact. All around them pirates began to drop like flies. They fell where they stood and did not get back up.

Before Shriek could regain her composure, Spider-Man took the advantage and came up below her punching her in the chin. He hit her with such force that her feet left the ground. When she landed she did not move, but to make sure she would not be able to get up he webbed her feet and hands to the ground and once again webbed her mouth shut.

_Looks like Samus was able to blow up the ship_, he thought. _Now we just need to deal with Doppelgänger and Carnage._ He was so lost in his thoughts he didn't feel his spider sense tingle until it was to late. Turning around he was bowled over by Doppelgänger who had regained consciousness.

The monster began slashing at Spider-Man with all of his clawed hands and feet. He ripped and tore at his uniform and began to draw blood. Spider-Man bit back several agonizing yells as Doppelgänger tore into him. He tried swinging at the creature, but Doppelgänger was in such a furious rage that the hits did not seem to affect him.

Spider-Man was pretty sure he was about to be sliced to millions of pieces when a massive arm caught Doppelgänger by surprise and punched him in the gut. The monster let out an agonizing roar and flew backwards. Spider-Man looked up to see Venom standing over him. Extending his arm out, Venom helped Spider-Man get stand back up.

"Sorry for the late arrival," he said. "Had to deal with some renegade Space Pirates."

"Tell me about it," Spider-Man replied. "At least they seem to be taken care of."

"Yes," Venom agreed. "Now to deal with Carnage, Shriek, and Doppelgänger."

"Shriek has already been dealt with," Spider-Man indicated her webbed form a few feet from them.

"Good. Now to find –"

"Oh yay, Pops has joined the party," they heard Carnage cackle. They faced Carnage who had freed himself from Spider-Man's webbing and come to stand beside Doppelgänger. As Doppelgänger rose up to his feet Carnage asked, "Hey Spider, since Venom is my Pops does that make you my Grand pops?" A vicious smile crossed his face.

"Whether it does or not, I'm still going to school you, Kasady," Spider-Man replied.

"Bring it on," Carnage said as he and Doppelgänger charged toward Spider-Man and Venom.


	26. Chapter 24

_**Broadway Street**_

For a second time in one day Carnage was pissed off. All he wanted to do was murder and create as much mayhem as possible, but Spider-Man and Venom, the incessant do-gooders, would not let him have his way. And to top the cake, Shriek had already been knocked out and now he had to deal with his absurdly stupid son by himself. He smiled as he thought, _At least he follows in his father's footsteps!_

Turning back to the matter at hand he watched as Doppelgänger jumped toward Spider-Man and knocked him to the ground. That left Venom to Carnage! "You're mine old man."

"In your dreams, _Son_," Venom replied.

Tackling Venom to the ground, Carnage formed an axe out of his right hand and held it up above his head. As he brought the axe down to sever Venom's head from his body, several tendrils from Venom shot out and wrapped around his spear arm. A struggle commenced to see who had the stronger willpower. Slowly, inch by inch, Carnage lowered the axe toward Venom's neck. When the blade of the axe was less than an inch from Venom's throat, Carnage knelt down and whispered in Venom's ear, "Once I finish with you, I will set this whole city on fire. All of the _innocent_ people you strive to protect will die and I will make sure they know its because _you_ failed to save them."

Carnage made the final thrust of the axe, but just before it made contact with Venom's neck something hit Carnage in the head hard and knocked him off Venom. As he shook his head from the blow, he watched as Venom rolled away from him and stood back up. A lone tendril sucked back in to Venom's body.

Carnage screamed in frustration and once again shot several tendrils out of his body and wrapped them around Venom. Little barbed wires formed on the edge of the tendrils and as Carnage squeezed the tendrils tighter around Venom the barbs began poking through his symbiote and into his skin. He screamed in agony and a smile spread across Carnage's face.

"I love it when I get to see you in pain," he said to Venom. "It brings so much joy to my life!"

"We will kill you Kasady, make no mistake about that," Venom replied.

In response Carnage squeezed the tendrils tighter around Venom's body. "How do you plan on doing that?"

"Simply," Venom said, "by tagging out and letting the arachnid deal with you for a while."

"What?" Carnage asked. Before Venom could answer him, out of the corner of his eye, he saw Doppelgänger coming flying towards him. The creature hit him with such force that Carnage lost his grip on Venom and tumbled to the ground. As he stood back up, he saw Spider-Man swinging toward them and land beside Venom.

"You miserable insect, I will kill you," he screamed.

"I'm ready for another round when you are Kasady," Spider-Man yelled back balling up his fists.

Carnage stepped forward and was about to send several tendrils towards both Spider-Man and Venom when a ship, the same ship he saw the other night on the Raft, came circling around the corner. It stopped and hovered above them and moments later the other superhero jumped from the top of the ship and landed beside Spider-Man.

_We need a distraction_, Carnage's other stated.

Carnage already had an idea in mind. He remembered watching Spider-Man trying to save a group of people from the aliens before they had been defeated. Those people had escaped into a building that was just down the street. If he could get to that building and knock several of the support structures out from under it, he could cause enough of a distraction to send at least one of the heroes to deal with that, leaving him and Doppelgänger to deal with only two of them. There was just one problem: the building was behind the heroes.

_We got this_, Carnage's other cheered him on.

Bending down he whispered in Doppelgänger's ear, "I have a plan, but I need you to cause a distraction." The beast seemed to understand as it nodded its head, shot out a web line and began swinging towards the heroes.

Carnage waited for just the right moment to charge at the three heroes. Once their attention was drawn to Doppelgänger he sprinted toward them. Just before he reached them he sent out a tendril that would sweep their feet out from under them. They were so distracted by Doppelgänger's incoming attack that they did not see the tendril coming until it was to late. All three heroes fell to the ground as Carnage laughed and jumped over them.

Quickly coming to the corner of the building he turned around and faced the heroes who were beginning to rise. He shouted out to them, "Which one of you will draw the short stick and go help the defenseless people inside?" He shot out several tendrils into the ground and throughout the corner of the building up to the first floor. Using all his strength he pulled the tendrils back into him and an evil grin spread over his face as bits of the building came crashing down around him. The building visibly shuttered and slow started to lean in their direction.

Carnage's smile grew even wider as he contemplated the thoughts going through the heroes' heads.

_**Inside the Building**_

Mary Jane and the others felt the building shake and watched as dust particles were loosened from the ceiling tiles and fell over them. There was yet another horrible shake and this time the corner farthest from them appeared to begin slanting downwards. Several of the people in the group began screaming.

"What's happening?" one lady asked.

"It looks like the building might be coming down," another man guessed.

"What are we going to do?" another woman wailed.

"People," Mary Jane said as she stood up. "We need to get to higher ground." Pointing to an exit sign that led to a stairwell on the opposite side of the building from the drooping corner she continued, "If we go up those stairs we can most certainly get to the roof. If Carnage and those aliens are still out there, there are sure to be superheroes in the vicinity. All we would need to do is signal to them that we would need help and they would come rescue us."

"Why don't we just stay here?" someone asked.

"Because they can't see us. They don't know we are in her," she replied.

Several of the people in the group nodded their heads in agreement. The group quickly gathered their things and made there way to the stairwell. As the group began to ascend the stairs, Mary Jane's only hope was that Peter had gotten free from Carnage and was doing everything in his power to save her.

_**Broadway Street**_

"Mary Jane is in that building," Spider-Man yelled.

Samus placed a hand on his shoulder. "Let me go in. My energy reserves are pretty low. I'm not sure how long I would last in a fight with Carnage."

Spider-Man looked at her and nodded. "Okay, save my wife and the people that are in the building. Venom and I will deal with Carnage and Doppelgänger."

Samus tried to target Carnage so she could blast him out of the way, but her targeting function was still disabled. It appeared that would be a more extensive fix, but only something she could do once she returned to her universe. Firing blindly she managed to hit him in the shoulder and he spun around and face-planted into the ground.

Venom and Spider-Man leaped into action as Samus ran past Carnage and opened the door to the building. Stepping inside she could see the building was already heavily slanting to the corner Carnage had damaged.

Switching her visor to its x-ray function she started sweeping the building. There was nobody on the first floor, but as she continued looking up, she saw several people climbing a staircase on the opposite side of the building. _That must be them_, she thought.

With no time to spare, she raised her arm cannon up and blasted a hole in the ceiling. Judging by what she saw with her scan visor the building was about twenty stories tall and Mary Jane and the people she was with were on the eighteenth floor. _They have to be heading to the roof, smart move._

Jumping up to the second floor through the hole she had created, she once again raised her cannon and shot a hole in the ceiling and jumped up. She continued this until she reached the nineteenth floor. Upon reaching the nineteenth floor, Samus saw that several of the desks and chairs had already started sliding toward the damaged corner. The building was going to fall and fall soon. If she was going to rescue the people she was going to have to do it fast.

Sprinting across the floor she reached the stairwell where Mary Jane and the group of people should have been climbing up. She opened up the door to total chaos. As the building continued shifting, the stairs, which were attached to the wall, had begun to separate. Samus looked down and saw the group of people clinging to the stairs, desperately trying not to fall off. Mary Jane was at the head of the group, trying to urge them forward. As the building shook, the staircase separated even further and several people in the group let out terrifying screams.

Leaping over the stairwell, Samus activated her gravity boost and gentle lowered herself to the stairs just above Mary Jane. Mary Jane looked up and a smile of gratitude crossed her face.

"Boy am I glad to see you," she exclaimed. "We need to get these people to the roof. Is there anyone up there to help us?"

"I have a plan," Samus replied and reached out to grab Mary Jane's hand.

Mary Jane pulled away and said, "No. Get these people out of here first."

Samus nodded and moved to the next person. She grabbed the person around the waist and leaped up to the top floor. Setting the person down she aimed her cannon and blew the door off its hinges. She ushered the person out the door saying, "Help will be here shortly."

She dropped back down and grabbed the second person and brought them up to the top floor. She continued this procedure until all of the people were on the roof except Mary Jane. She turned around to drop back down and grab Mary Jane when the building shook. She looked down to see Mary Jane lose her grip and tumble over the railing of the staircase.

"No!" Samus shouted as she jumped over the side of the railing and dove toward Mary Jane. She urged herself forward, falling faster than she ever had before. In the corner of her visor the floors were counting down at an alarming rate. Twelve, eleven, ten, nine, eight.

Mary Jane reached her hand out but Samus was to far away. Realizing she would never reach Mary Jane in time to grab her, she aimed her grappling beam for Mary Jane's waist. With her targeting sensors malfunctioning she wasn't sure her aim would be accurate, but she had to try. She shot the beam out and watched in relief as it encircled Mary Jane's waist. She pulled Mary Jane toward her as she activated her gravity boost to slow their descent. Reaching out with her free hand, she grabbed the railing of the staircase and pulled them over. The readout on her visor said they were on the second floor.

"That was a close one," Mary Jane said laughing. "Keep it up Samus and you might just make a great superhero."

Smiling behind her visor, she replied, "I won't make a great anything if I don't get you out of here. Your husband will make sure that that."

They both laughed and Samus began to ascend back up to the roof. As she made her way to the roof she activated her com-link. "Adam, I need you to bring the ship to the roof of the building I am in. It is about to collapse and I have a group of people on the roof waiting for a rescue."

"Understood, My Lady. The ship will be there momentarily."

Samus reached the top floor and set Mary Jane down. They walked out onto the roof where the other people where waiting. Walking over to the edge of the roof, she looked down to see her ship rising up. When the top of the ship was level with the rooftop, she opened the hatch and turned to the group of people and said, "This ship will take you to safety, I need each of you to crawl in."

One by one the people crawled in. As usual Mary Jane was the last. Just before she got in, Samus grabbed her arm. Mary Jane turned to look at her. Samus said, "In the cabin there is a sonic gun leaned up against the wall. Your husband left it there before we entered the pirate ship. Grab it for me please. I'm sure we will need it to defeat Carnage."

Mary Jane nodded and crawled into the ship. A moment late she handed the sonic gun to Samus. "Good luck," she called up as the hatch closed.

As the ship moved away from building, Samus activated her com-link once again. "Adam, take those people to a safe place and drop them off; however, don't let the red head out. That's Spider-Man's wife and I'm sure she will want to be here when Carnage has been defeated. Continue to monitor our progress and when we have taken him down bring her back."

"Understood, My Lady," Adam replied as the ship rocketed away.

With the sonic gun in hand, Samus ran to the edge of the roof facing Broadway and jumped off the side, ready to end Carnage's mayhem.


	27. Chapter 25

_**Broadway Street**_

Once Samus had entered the building to save the group of people Spider-Man had tackled Carnage to the ground and Doppelgänger had leaped at Venom. In no time Venom and Doppelgänger were pounding each other senseless. Venom managed to get the upper hand and shoved the creature's face into the ground. Using all of his strength he continued to push Doppelgänger's head into the concrete.

"We will eat your spleen for working with Carnage," Venom told the monster.

_Yes, spleens!_ his other commented.

Straddling the monster's backside, Venom once again lifted its head up and slammed it into the ground. The monster went limp and did not move. As Venom stood up he spat at the creature. "Pathetic," he said.

Turning around, he realized to late that he had been fooled as a razor sharp web line wrapped around his feet and he fell face first to the ground. Turning around he saw the creature jerk its arms in a fashion that sent Venom twirling around it. Doppelgänger released the web line and Venom went hurtling into the building Samus had entered. The building shook. Shaking his head to get rid of the cobwebs he looked up to see Samus's ship departing from the building. _She must have saved the people inside, now to use that to our advantage._

Shooting out a web line he snagged Doppelgänger by the chest and pulled him towards the building. The creature impacted the wall and before it could recoup Venom was behind it smashing its face into the wall. Each time he did that the building shook a little more.

The creature tried to grasp Venom, but he webbed the monster's claws to the wall as he continued to pummel the creature's head.

_The corner of this building is about to come down,_ Venom's other informed him. _We need to get clear or risk the building falling on top of us._

"Understood," Venom replied as he continued smashing Doppelgänger's head into the wall. "Warn us when the building is about to go."

_Now!_ his other yelled.

Venom jumped back and watched as the corner of the building broke free and fell. Concrete and mortar crashed around him and Doppelgänger was caught underneath the majority of the rubble. When the rubble stopped falling the only sign Doppelgänger was there were a right arm and his head sticking out from the pile. The monster groaned and went limp. To make sure Doppelgänger could not get back up, Venom sprayed webbing over the concrete pile sealing the monster in.

Turning away from the pile Venom said, "Time to go deal with our son."

_Yes_, his other agreed. _Perhaps we can eat his spleen!_

Venom rolled his eyes. Sometimes his other had a one-track mind. He then charged toward Carnage, who was currently getting pummeled by Spider-Man.

Spider-Man threw a punch that sent Carnage flying several feet. Before the serial killer could regain his composure; however, Spider-Man was on top of him again, punching at his face. "Give up already Carnage," he yelled.

"Never," Carnage laughed. He sent a tendril from his stomach, which punched Spider-Man in the gut and threw him off Carnage.

Spider-Man groaned as he tried to get back up. _Sure do wish my spider sense worked on Carnage about now..._

Carnage stood up and advanced toward him. "I'm done with these games," he said. "I think I am going to just kill you. No more making you suffer while I make you watch me destroy your city. You are just going to die."

Spider-Man watched as Carnage formed two spears out of both hands. Trying to stand he realized the punch to the gut had taken more out of him than he thought. Carnage laughed and drove one of the spears towards Spider-Man's chest, but before the spear impaled him a beam shot tagged him from behind at the same time a strand of webbing wrapped around his legs and pulled his feet out from under him. Spider-Man looked over the downed super villain and saw Samus and Venom standing in front of him. Samus was holding the sonic gun.

Forcing himself up, he walked to Samus and Venom, making sure to implant a foot on Carnage's back to make sure he stayed down. When he got to the two, Samus handed him the sonic gun. He turned back around to face Carnage, who was slowly pulling himself up.

"You will never defeat me," Carnage screamed as he leapt at the trio.

Spider-Man pulled the trigger and the sonic waves hit Carnage squarely in the chest. Carnage fell to his knees as slowly, piece by piece, his symbiote wilted away and fell off his body. Once the symbiote was completely removed all that was left in front of them was a skinny, white, naked, red head.

Kasady looked at them. "This isn't over, I will-"

A beam shot hit him in the chest and he slammed backwards into the ground hitting his head on some rubble. A groan escaped his lips and he slipped into unconsciousness.

Spider-Man looked over at Samus. She shrugged her shoulders. "What?" she asked. "I was tired of listening to him talk."

Spider-Man and Venom burst out laughing. "A woman after our own heart," Venom said.

"Now to make sure this psychopath can't bring his symbiote back out again," Spider-Man said as he webbed Kasady's feet and arms to the pavement.

Looking around he let out a sigh of relief. "Thank god, that's over."

"Yes," Venom said as he shot a web line.

"Not sticking around?" Samus asked.

"No, the authorities and I do not get along," Venom replied and tugged on his web line pulling himself up into the air. "Make sure he does not escape again Arachnid," he called down as he swung away.

"That won't be happening again," Spider-Man said. Looking around he asked, "Now how do I get ahold of SHIELD? One would think with a Space Pirate mother ship hovering over New York they at least could have brought the hellicarrier in."

"I can help you," a voice behind Spider-Man said. He turned around to see Betty Brant standing behind him holding out her phone.

After Venom had saved her Betty had made her way to the bottom floor of the building he had left her on. Once outside she had tried her best to stay out of trouble. That of course did not last long as some pirates saw her and began heading in her direction. Before they could get to her however, the ship above the Hudson River exploded and the pirates fell over and did not get back up.

She made her way through Battery Park over to Broadway and found a pile of rubble with a vantage point from which she could watch the fight with Carnage that she was able to hide behind. There she stayed until the battle was over. After Carnage had been defeated she decided it was a good time to head over to the heroes and get her exclusive. Unfortunately Venom had swung off before she got there.

As Spider-Man accepted Betty's cell phone she turned to Samus and asked, "So now that the crisis has been dealt with are you going to return to your universe?"

"That's the plan," Samus said.

"Well I just want to thank you for all that you have done for our city over the last couple of days. I'm sure many more would have been killed if you hadn't been here," Betty said.

"Your welcome," Samus replied as she turned to face Spider-Man who was walking back up to them.

"Here you go, Ms. Brant," Spider-Man said as he handed her phone back to here.

"Is SHIELD on their way?" she asked.

"Yep," he said. "Just in time to clean up the mess and take all the credit."

Betty winked at him. "Don't think that will happen, not if I get my say. I will be writing the article after all."

Spider-Man nodded his head at her. "That would be much appreciated Ms. Brant."

The roar of engines made them look up and they saw five ships with SHIELD logos on the side landing in Battery Park. Samus nudged Spider-Man and they both looked up at a nearby building. Betty followed their gaze and saw a ship sitting on top of the roof. Looking back at Spider-Man she asked, "Is that your cue to leave?"

"It most certainly is," he said as he shot out a web line. Pulling it taught he looked at Betty. "You might want to clear the area Ms. Brant. I'm sure the agents are not going to want a reporter snooping around."

"I'll keep my distance," Betty said as she watched Spider-Man and Samus ascend the building to the ship. Looking around she decided to move a couple blocks north and watch what the SHIELD agents were going to do. As she began moving away from the scene she thought, _This is going to be one awesome good news story._

Reaching the ship Spider-Man stood on the roof and waited for Samus to open the hatch. When the hatch was open he crawled inside and was greeted by his wife. She walked up to him and wrapped her arms around his neck.

"Missed you, Tiger," she said.

Removing his mask he replied, "Missed you too," and kissed her.

Peter heard Samus jump into the ship and broke his kiss with Mary Jane to look over at her. She tapped a button on her wrist and her suit dematerialized around her. She walked over and sat in her command chair.

Studying the readouts in front of her she turned around and said, "How about we go hide this ship, so it can have time to repair itself. Our little jaunt with the pirates did some damage, so it looks like you'll be stuck with me for a couple more days." She winked and turned back around in her seat and activated the controls.

As the ship took off, Peter laughed. "Sounds good to me. Lets hide this thing and go home. What do you say honey?"

"Sound good to me," Mary Jane agreed. Reaching into her bag she pulled out a shirt, jeans, and shoes. "Good thing I came prepared," she winked. "It might have been difficult to explain why I was walking around New York with Spider-Man."

All three laughed as the ship jetted towards its hiding place.


	28. Chapter 26

_**Daily Bugle**_

Two days after defeating Carnage, Peter and Samus walked through the doors of the Daily Bugle. This was not the first time since stopping Carnage and the Space Pirates they had stepped though the doors, Peter had had to show up the night after the fight to turn in the photos he had been able to take during the fight. After that he and Samus had taken a couple days to recuperate. Mary Jane had joined them too. Her photo shoot had been postponed until Battery Park could be repaired.

They entered the elevator and Peter pushed the button for the floor the Bullpen was on. Their ride up was quite and uneventful, but certainly not lonely as several people got in and out of the elevator as they rode up. Exiting the elevator they stepped out into the hustle and bustle of the Bullpen and worked there way towards Betty's desk.

As they stepped up to Betty's desk she looked up and greeted them. "Peter, Shirley how are you guys today?"

"We are good," Peter said. Holding up the paper he had picked up on the way to the Bugle he added, "Congrats on the article!" The article he was referring to was on the front page with the headline:

SPIDER-MAN SAVES CITY FROM CARNAGE AND SPACE PIRATES

HELPED BY VENOM AND NEW SUPERHERO – SAMUS

Below the headline was a photo of Spider-Man, Venom, and Samus standing near a webbed up Cletus Kasady, several Space Pirates lay around them.

"Thanks," Betty said, "but you see our wonderful publisher had his own spin that he absolutely had to print." She rolled her eyes.

"Yeah, I saw that," Peter nodded as he turned the paper over the crease and read out loud, "'Masked Menace at it Again: The True Story Behind the Carnage and Alien Attacks' by J. Jonah Jameson." Peter threw the paper on Betty's desk. "What can we do...he is the publisher."

"Right," Betty agreed. Samus's bracelet beeped and she made to cover it up with her hand. Betty raised her eyebrow and commented, "That's an interesting bracelet you have there Shirley."

"Thanks," she said. "It's the newest thing in Michigan."

"Yeah," Peter added. "You know it's kinda like that smart watch phase going on."

"Yep," Betty said, once again making Peter wondered if she actually believed the excuse they were giving her. Peter decided it was a good time to take off, before they had to give Betty another flimsy excuse. Plus he wanted to know why Samus's bracelet had beeped.

"Well we better take off, Betty. It was good seeing you," Peter said as he waved at her. Turning around Samus and him exited the Bullpen and made their way to the stairwell where they proceed to climb the stairs to the roof. When they exited the stairwell onto the roof they saw Samus's ship hovering in front of them.

Touching her bracelet she opened the hatch and her and Peter jumped into the ship. Adam's voice came over the speakers, "The ship is repaired and ready to take us back to our universe, My Lady."

"Thank you, Adam," she said. "But before we do that I want to stop by the Raft."

"Yeah," Peter agreed as he began to remove his civilian clothing to reveal his uniform underneath. This one was different then the one he had worn two days before because it had many cuts and holes in it and needed Mary Jane's excellent sewing skills. As the ship rocketed toward the Raft he placed his clothes in the corner and put his mask and gloves on.

A thought occurred to him on the way to the Raft and he asked Samus, "If Ridley was destroyed in this universe you won't have to deal with him again when you return to your universe, correct?"

Samus sighed. "Sadly no. His memories and personalities are stored in a computer that the pirates keep hidden. Once he disappeared from our universe he would have been presumed dead and those memories and personalities would have been uploaded to a new body."

"Well that sucks."

"Yeah," Samus laughed. "It kind of does. It seems like I'll never be rid of him."

Once at the Raft, Samus activated her suit, energy now fully charged, but several of her suit's key functions were still not working. Something about having to be back in her own universe to fix them, Peter wasn't sure. She opened the hatch and they jumped out of the ship.

Sergeant Jake Robbins greeted them. "Spider-Man, what can I do for you."

"We are just here to check on the prisoners," he replied. "We wanted to make sure they were resting comfortably and not planning any escape attempts."

Sergeant Robbins laughed. As he turned around he beckoned them to come with him. "Come, come...there is something I want to show you." He guided them through the huge metal doors of the Raft and down a hallway. At the end of the hallway in a room on the left hand side was a security station with several television monitors.

As Sergeant Robbins entered the room he commanded his officers to bring up security footage of Carnage, Shriek, and Doppelgänger. Spider-Man and Samus viewed the screens and saw that each of the super villains was relaxing in their cells. None of them seemed to be planning any escape attempts.

Pointing to the view screen showing Kasady Spider-Man asked, "What have you guys done to ensure he won't escape again?"

Sergeant Robbins tapped a couple keys on a keyboard and the television showing Kasady changed to a diagram of his cell. On each corner of the cell appeared little icons with waves emitting from each one into the center of the cell.

"These," Sergeant Robbins motioned to the little icons in the corners of the cell, "are little generators that emit low level sonic waves. They are weak enough that none of the people in the vicinity of the waves will be affected, but they are strong enough to keep Kasady's symbiote at bay. As long as those generators keep functioning his symbiote will never be able to reappear."

Spider-Man nodded his head. "Let's hope it stays that way."

Sergeant Robbins nodded and turned to walk them back outside. "Yes I sure hope it does."

Once back out on the deck, Spider-Man and Samus thanked the sergeant for his time and then jumped back into the ship and rocketed off toward the city. The ship flew over the city and stopped over Central Park. Looking out the window of the ship Spider-Man and Samus saw that work on repairing the park and Fifth Avenue was coming along quite well.

Samus turned in her seat and looked up at Spider-Man. "Thank you for your help."

"I should be the one thanking you," he replied. "If not for you Carnage might still be out there." Samus put her hand out and Spider-Man accepted it, shaking it. "It was good to meet you Samus Aran. Thank you for your assistance."

"Thank you as well Peter Parker. It is certainly an experience I won't forget."

"Me either," he said as he gathered up his clothes and webbed them into a sack. "It sure was a tangled web we had to weave ourselves out of."

She laughed. "Yes it was!"

Swinging the sack around his back, he jumped to the ceiling and waited as Samus opened the hatch. Crawling out on top of the ship, he shot out a web line to the nearest building and swung to it. Clinging to the wall he turned around and watched as Samus angled her ship upwards and shot high into the sky. He continued looking until he could no longer see the ship. Shooting out another web line he thought, _I wonder if I will ever see her again_, then let go of the building and swung toward home.

_**Outer Space**_

Breaking through the Earth's atmosphere, Samus tapped several buttons on her console and asked Adam, "Are we ready to try opening a tunnel to our dimension?"

"I have reviewed the results of the Phazon explosion that sent us here. I am certain I can recreate the event that brought us," Adam replied.

"Okay," she said. "Let's do it."

Adam shot particle beams from the ship's weapons system and focused them on one point in space. Slowly a hole began to open up. After a couple minutes the hole was big enough for the ship to fly through.

"We are ready to fly through," Adam said.

Samus grabbed the control stick and thrust the ship forward. The travel between the universes was instantaneous. When she exited the tunnel, she scanned for the Galactic Federation's Orbital Defense Grid that surrounded the Earth and was rewarded with a confirmation that the defense grid was there.

"We are home," she smiled as she flew the ship toward Earth.


	29. Epilogue

**Universe 3692**

_**Secret Lab Underneath Galactic Federation Headquarters**_

Commander Ricci Stanton opened a door labeled "SUPER" and stepped inside. Before her was a window with a one-way piece of glass. On the other side of the glass several scientists worked around lab cultures and microscopes. As she watched she heard the door to the lab open and a man walked in.

Standing just behind her the man asked, "How much does the bounty hunter know?"

Stanton turned to face the man. "Aran knows nothing about the program we are running here. She asked questions, but no answers were given. I believe she has suspicions. We will have to monitor her and make sure she does not pursue this project."

The man nodded, "So she is unaware that we have identified the SUPER element and are close to testing it?"

"Yes," the commander said.

"Good," the man said. "It would not be in Aran's or our best interest if she learned we were planning on releasing the SUPER Element into a populated area to see what effects it had."

"No, it would not be," Commander Stanton agreed.

"Do we have surveillance of her debrief?" the man asked. "I want to know what to expect from people exposed to the SUPER Element."

Handing the man a small thumb drive she said, "It's all on here."

"Good," the man took the thumb drive. "If all goes according to plan we will soon have an army of super powered individuals that rivals the pirate forces." He turned and headed for the door. As the door opened he said, "And we won't need the help of such reckless people like Samus Aran," then walked out the door.

The door slide shut as Commander Stanton continued to watch the scientists working on the SUPER Element.

**Universe 616**

_**Undetermined Location in New York City**_

It had been child's play for him to get ahold of several of the alien specimens. The men in charge of cataloging the aliens and making sure they were stored properly had been lazy imbeciles and those that had not been lazy had been easy to pay off. It had even been rather easy to obtain several pieces of the metal dragon that had escaped the explosion of the ship and landed throughout the edge of the city.

It had all been to easy, but then that was how it was for someone like him with a far superior intellect. He laughed at that idea. There was no one with a more superior intellect.

Picking up a piece of the metal dragon, he examined it for some sign as to how it worked. Nothing was jumping out at him. He threw the piece across the room in frustration. Sighing, he picked the piece up and placed it in front of him. One day soon the alien's technology would be his and with it he would rule the world.

Nobody would be able to stop him. Not even the infernal arachnid.

One day the Master Planner would rule all...


	30. Glossary

_**Glossary**_

**Beam Pirate:** Elite pirates that are a genetically enhanced version of the Space Pirate that is only susceptible to one type of beam weapon. They are invulnerable to all other types of beam weapons.

**Boost Ball:** The Boost Ball is an upgrade to Samus Aran's Morph Ball. The Boost Ball uses kinetic energy to perform its quick movements.

**Carnage Symbiote:** The symbiote worn by Cletus Kasady.

**Chozo:** The Chozo was an ancient and highly advanced race of bird-like creatures that inhabited several planets in the cosmos, including Zebes, Elysia, SR388, Tallon IV and possibly others. Although the eventual fate of the race as a whole is unknown, countless ruins and technological wonders are littered throughout the many planets they once inhabited.

**Daily Bugle:** The Daily Bugle is a New York City tabloid newspaper. Run by publisher J. Jonah Jameson, it often times features articles relating to the "Spider-Man Menace".

**Doppelg****änger:** In fiction and folklore, a doppelgänger is a double of a living person and sometimes portrayed as a harbinger of bad luck. In some traditions, a doppelgänger seen by a person's relative or friend portends illness or danger while seeing one's own doppelgänger is said to be an omen of death.

**Gravity Suit:** The Gravity Suit is a Power Suit upgrade. The Gravity Suit negates gravitational effects such as the vacuum of space. It also reduces the damage Samus takes (to a greater extent than the Varia alone), and allows her to move in fluid unhindered by the resistance and pressure it would normally exert.

**Ice Beam:** The Ice Beam fires a potent beam that has the power to freeze most enemies.

**Morph Ball:** The Morph Ball allows Samus to turn into a sphere almost one meter in diameter. It allows her to enter small tunnels and openings, which often lead to previously inaccessible areas. It's also a good mechanism to use when trapped or surrounded.

**Multiverse:** The multiverse, or meta-universe, is the hypothetical set of infinite or finite possible universes, including the historical universe we consistently experience, that together comprise everything that exists: the entirety of space, time, matter, and energy as well as the physical laws and constants that describe them. The various universes within the multiverse are sometimes called parallel universes.

**Phazon Elite Pirate:** Unlike the other pirates, the Phazon Elite does not wield a Plasma Artillery Cannon, but still has the Energy Siphon device, as well as the Wave Quake Generators. The Phazon Elite appears to be infused with Phazon to a further extent than any other pirate, with sickly Phazon plates and veins all over its body.

**Phazon Suit:** The Phazon Suit is an upgrade to the Power Suit. While other suit upgrades involve the incorporation of advanced technological hardware, the Phazon Suit is a result of the Power Suit being corrupted by an overload of pure Phazon.

**Plasma Beam:** The Plasma Beam is a short-range beam of intense heat that can be used to melt ice and weld metals.

**Power Beam:** Samus Aran's Power Beam is her basic weapon made of Chozo technology, and it comes with her Power Suit. The Power Beam does little damage to more powerful enemies, although it can easily kill weaker enemies.

**Power Bomb:** Power Bombs are one of Samus' most powerful weapons. They must be deployed via Morph Ball mode; a few seconds after being deployed, they detonate, destroying most enemies within a surprisingly large radius.

**Power Suit:** The Power suit is a suit of powered armor designed by the Chozo. Samus's Power Suit comes with a standard Power Beam and the Oxygen Supply Equipment allows her to survive almost indefinitely underwater and in outer space, including the ability to resist most airborne toxins.

**The Raft:** The Raft is a prison facility for super-human criminals, predominantly super villains

**Samus Aran's Gunship:** Samus' gunship (in any of its various incarnations) is primarily used for rapid transport and as a base camp for Samus' ground-based missions. Its versatile cockpit features both a mobile energy recharge system and a micro-factory for the production of ammunition. It is built with a sophisticated computer, which stores mission data.

**Screw Attack:** The Screw Attack is possibly one of Samus Aran's most powerful Power Suit upgrades. It is an advanced movement system that allows Samus to emit energy waves from points on her armor while she somersaults into the air, turning her into a rotating energy blade of destruction.

**Shadow Pirate:** Shadow Pirates are an elite class of Space Pirate. Their main strategies are to use stealth combat and surprise tactics. Only a select group of Pirates are allowed to use this advanced cloaking tech, which suggests that Pirates who wish to obtain this gear must pass certain criteria to be eligible. However, the cloaking gear is very powerful and consumes a tremendous amount of energy so Shadow Pirates are left with no Galvanic Accelerator Cannon.

**SHIELD:** S.H.I.E.L.D. is an espionage and law-enforcement agency. The acronym stands for Strategic Homeland Intervention, Enforcement and Logistics Division.

**Space Pirate:** Space Pirates have been present since the early days of the Galactic Federation. They quickly established themselves as a fearsome force, necessitating the formation of the Galactic Federation Police. The Pirates were notorious for attacking and raiding vessels in one moment, and disappearing the next. The Pirates would also lay claim to planets, establish the now-captured planet as their territory and its natives as their slaves. They were known to be so zealous of their right to rule that they would even refer to themselves as the rightful inhabitants of the planet, taking on the name of the race of the former inhabitants and referring to the true natives as their slaves. The Pirates have been responsible for some of the most disastrous events in Galactic history, such as the Phazon Crisis, and have been responsible for the raids of numerous planets, including Zebes, Bryyo, Norion, Elysia, Tallon IV, Aether, Dark Aether, Naishii, Jigrad, and K-2L.

**Spider Sense:** Spider-Man's "spider-sense" manifests in a tingling feeling at the base of his skull, alerting him to personal danger in proportion to the severity of that danger. For instance, a little tingling such as a happenstance passing by of an enemy would prompt Peter to be alert, while a strong tingling, sometimes to the point of being painful, is interpreted as a need to take immediate evasive action on a deadly threat. It appears to be a simultaneous, seemingly clairvoyant response to a wide variety of phenomena. The exact mechanism of this ability is unknown

**Superhuman:** A superhuman is a human with extraordinary and unusual capabilities enabling them to perform feats well beyond anything that an ordinary person could conceivably achieve, even through long-time training and development.

**Symbiote:** The Symbiotes are a race of amorphous extraterrestrial parasites. The Symbiotes envelop their hosts like costumes, creating a symbiotic bond through which the host's mind can be influenced. Symbiotes empower the natural abilities of a host to the point where they far exceed that of normal members of the hosts' species. These abilities include the following:

Superhuman strength, speed, endurance, agility, healing factor, and intelligence, enhances other natural attributes as well.

Genetic memory, recalling information from previous hosts.

The ability to negate damage caused by terminal illnesses and permanent injuries while not actually healing it. While symbiotes can heal their hosts, they generally seek to force their hosts to depend on them and thus ensure the symbiotes' survival.

Can expand to any size as long as they have something to grow on such as a host or an object. Symbiotes can get inside of small areas such as electric wires and the insides of cars and completely disable them.

The symbiote also reacts to the thoughts and will of the host.

**Tendril:** A tendril is a threadlike shape that allows the person bonded with a symbiote to reach for things from far distances as well as allows them to climb or swing wherever they need to go.

**Universe 616:** The heroes of this universe stopped the Master Planner from enacting his plan to wipe out all of the superheroes.

**Universe 3692:** The heroes of this universe were not able to stop the Master Planner. As a result the Galactic Federation was created to deal with alien threats.

**Varia Suit:** The Varia Suit is a Power Suit upgrade. The Varia Suit reduces damage taken, nullifies damage from Acid, slightly increases speed, and protects Samus Aran from extreme heat and sub-zero temperatures.

**Venom Symbiote:** The symbiote worn by Eddie Brock.

**Wave Beam:** The Wave Beam named so for its wavy pattern and because it fires "wave energy", often in the shape of a sine curve, that usually passes through walls.

**Web Cartridges:** The cartridges that store the web fluid Spider-Man makes for his web shooters. Changing them out is as simple as popping one into the wrist-mounted device.

**Web Shooters:** Spider-Man's web-shooters were perhaps his most distinguishing trait, after his costume. Peter had reasoned that a spider needed a web. Since the radioactive spider-bite did not initially grant him the power to spin webs, he had instead found a way to produce them artificially. The wrist-mounted devices fire an adhesive "webbing" through a threaded adjustable nozzle. The trigger rests high in the palm and requires a double tap from the middle two fingers to activate, eliminating the chance of accidental discharge when forming a fist. In order to fire the webbing, Spider-Man's fingers must hit the sensor precisely.


End file.
